Just a Little Change
by Katra21
Summary: Original series AU. When the Tennysons get mixed up with Kevin Levin just a little change turns an enemy into a friend... what ripple effect will a moody energy-sponge adolescent have on the summer adventure? Episode by episode adventure, with Kevin as a main character, mild Gwevin.
1. Kevin 11

A/N: Alright, so this fanfiction bunny has been running pretty rampant through my brain. Interludes was written after this story was sitting several chapters in on my computer, but I wasn't quite satisfied with the first chapter. Kevin as a main character in the original series. I hope to keep every episode of Ben 10 essentially intact, including adherence to the chronology of the original air date, even though that means the Ben fought off bad-guys nearly every day. Although for most chapters Kevin is the catalyst for change, in this one it's Grandpa Max.

**Kevin 11**

"Wow, this hotel has everything," Gwen was giddy as she looked over the hotel brochure, "indoor pool, full day spa."

"Now don't get used to it, it's only for one night," Grandpa Max smiled, it didn't sway Gwen's glee. Anything was better than barely five minutes of hot water, and sharing a bunk bed with an annoying cousin.

Ben had his arms crossed grumpily across his chest. Why did they have to stay in some stuffy hotel, here people gt paid to clean up after them, but he had to be on his best behavior anyway. There was absolutely nothing this place had to offer that... Ben's gaze rested on a bright orange banner and familiar red letters. He'd read online that the new Sumo Slammers video game was being tested at some upscale hotel chain, but he'd brushed it off as a rumor. Otherwise he would have been begging his Grandpa to go to a hotel as much as Gwen had. This was just Ben Tennyson luck. "The new Sumo Slammers video game is in there," he raced towards the room, velvet rope calling his name.

A beefy hand blocked the entrance, "VIPs only."

Dropping his shoulders Ben made his way back to his cousin and grandfather, but kept his eyes trained to the velvet rope. Max knew that face, and knew his grandson, leaving him to his own devices was just asking for trouble, especially since one of those devices was a DNA altering wristwatch."I saw an arcade down the street, how about you and Gwen go have some fun while I get this stuff upstairs."

"Sounds good to me," Gwen smiled, accepting the unspoken request to keep her cousin out of trouble.

"I guess an outdated Sumo Slammers is better than nothing," Ben scuffed his feet on the carpet while Gwen got token money from Grandpa Max.

"Come on Ben," Gwen pulled him along before a hotel worker could see the number he was doing on the carpets.

:::::

The token machine rattled, Gwen divided the output neatly in half before handing any to Ben. "So what are you going to play?" she asked while quietly hoping for something two-player.

"I dunno," Ben looked around the arcade, determined to be unimpressed. "Hey, that one has a bat," although his resolve had never been one to brag about. Scampering up to the machine an inserting some tokens Ben ignored his cousin saddling up behind to watch him. The digital pitcher threw a ball, Ben tightened his grip on the plastic bat with a grin and then the screen flashed the two words dreaded by every gamer. "Game over, but it just started!" Ben turned to Gwen, "It should be three strikes! Everyone knows that baseball is three strikes! I was letting the first one through to see when I should swing!"

"Don't have a cow, Ben. I'll get someone to sort this out."

"Don't bother," a cold voice cut into the Tennyson's conversation, "the games here are programmed to be a rip-off." He was pale, leaning against another game just a few steps away. Dark unkempt hair hung down to his shoulders, his clothes were baggy and ripped. Who did he think he was interrupting other people's conversations?

"Someone should sue them," Gwen crossed her arms, surprisingly getting a chuckle from the strange boy, which only made Gwen more suspicious.

"This place bites," Ben kicked the arcade game.

"Well then, let me help you out," the pale kid walked over, he barely touched the baseball game when tokens came pouring out, flooding the floor.

"Whoa," Ben's eyes widened like saucers, "That was awesome! How'd you do that?"

"What can I say, I've got skills," one of which was avoiding answering questions.

Ben practically dove into the token pile, as Gwen frowned, "What do you think you're doing? You can't take those."

"If this place doesn't want to do honest business I don't see why we should have to," Ben countered before turning his attention to their pale onlooker, "I'm Ben."

"Kevin," he leaned back up against a machine, tossing a smirk at Gwen.

Rage bubbled inside the redhead. He was mocking her. They'd known each other for all of five seconds and he was rubbing her face in the fact that Ben had taken his side.

"Do you like air-hockey?" Ben asked.

"Sure," Kevin shrugged, "mind you the tables here want a token for every point."

"What a jip," Ben said following Kevin like a trained puppy.

Gwen groaned with frustration, turning in Kevin would mean she'd have to rat out Ben at the same time. "Mind if I watch you guys play?" Gwen asked unenthusiastically, this was what she got for tagging along in the first place.

"Just stay out of the way," Ben said, as Gwen leaned on the edge of the table, "First person to three points wins."

"Man, your girlfriend is clingy," Kevin said and Ben and Gwen froze up. It was only the loud clunk of the puck sliding into Ben's goal zone that brought the pair back to reality.

"Uh gross," Ben yelled.

"That's disgusting," Gwen recoiled.

"She/he is not my girl/boyfriend!" they spoke simultaneously, pointing accusing fingers.

"Gwen is just my dweeb of a cousin," Ben grimaced and grabbed the puck, "and you'd better be ready for a major butt kicking." He slapped the puck with fury, but it slid to a stop on Kevin's end.

"I'm shaking," Kevin said nonchalantly before slapping the puck back to Ben's end of the table. In fact the puck seemed to consistently slow down near Kevin's end, resulting in an easy three-nothing victory.

"Ready for round two?" Kevin asked smugly.

"Is there something wrong with the table?" Ben asked.

"I didn't notice anything," Kevin shrugged.

"You should switch sides," Gwen said, challenging Kevin with the smug look on her face.

"Sounds good to me," Ben bent over to put in more coins, while Kevin shot a scathing glance at Gwen.

"I'm still going to wipe the floor with you," Kevin bragged and took the other side.

Three-nothing win for Kevin.

"It keeps slowing down on your side," Ben complained.

"But we switched sides; maybe you're just not as strong as you think."

"You wanna see strong?" Ben smiled slightly, reaching for his watch.

"Benjamin," a strong voice filled Ben's ears, Grandpa Max was standing there, very aware what Ben had been about to do.

"Hi Grandpa," Ben smiled innocently.

"I see you've made a friend," he held out his hand, "I'm Max Tennyson."

"Uh, I'm Kevin," the boy was rigid, and obviously a little intimidated with the prospect of a handshake.

Max withdrew his hand, unshaken, when Gwen touched his arm, "Hey, Grandpa there's a snack bar over there, can you get me a drink?"

"If they have slushy I'll take a little of everything," Ben piped.

"How about you Kevin?" Max looked at the pale youth, "My treat."

"Cola… I guess."

Gwen pulled Max along; glancing back and watching Kevin visibly relax. "There's something weird going on here, Grandpa," Gwen started explaining as they got out of earshot.

"This machine looks pretty old, could be a loose wire," Kevin frowned.

"Should we try another table?"

Kevin kicked the hockey table, "One more game, if it still misbehaves we'll play something else."

"Alright," Ben put in more tokens and grabbed his paddle.

Ben scored the first goal, the puck sliding past Kevin.

"Told you it was the table," Ben pumped his fist.

Kevin tightened his grip on his paddle, before sending the puck rocketing back, Ben barely blocked, but the puck slowed to a stop on Kevin's side before he slammed it again. Kevin was making his third goal in a row when Gwen and Grandpa Max were returning.

"Here you go boys," Grandpa Max put down the tray with two tall drinks and a couple plates of nachos.

"Hey, Nachos, thanks Grandpa," Ben eagerly chomped down the food which was a joyfully normal change from the usual menu of insects and organs.

"I have a few calls to make, so I'm going to relax over at the snack bar," Max smiled warmly before leaving.

Kevin frowned, watching Max Tennyson leave, with suspicion in his brown eyes. "What's wrong with you? Don't like nachos?" Gwen asked, watching Kevin suspiciously herself.

"Nachos are fine," Kevin countered darkly, stuffing a few in his face as proof.

"Alright, so the air hockey table is busted, so what are we gonna do now?"

"Any two player racing games?" Gwen folded her arms behind her back.

"You won't be able to beat me, Gwen, even if you got a week to practice," Ben said smugly, catching a glare from Gwen.

"Ooo, I'm detecting a grudge match," Kevin glanced between them, "I call the winner."

:::::

"That _freak_ is gonna pay," a teen with a blue Mohawk walked with three friends. All of them were dressed way older than they looked, tattoos and piercing scaring away half the arcade. None of them paid any notice to the man at the courtesy phone.

"When I find Kevin, I'm gonna mess him up so bad," they passed by the juice bar oblivious to the set of eyes that watched them.

"Split up, I don't want him getting away," one of them ordered, singling himself out as the leader.

"I'll call you back," Grandpa Max put down the receiver.

Over at the racing games Ben got in second, Gwen was in fourth. "Shut up Ben."

"I didn't say anything," he smiled smugly, "time to show me what you got, Kevin."

Kevin smiled, about to take the seat when he noticed two of the young gang coming around the corner. "I have to go," he replied, turning and walking away quickly.

Gwen and Ben both noted the two tough looking boys that pushed past in the same direction as Kevin left. "Something tells me they're not here to play video games," Gwen said softly.

"Come on," Ben grabbed his cousin's arm.

Kevin was just in sight of the door when the two other boys came around the corner, "Where are you going, freak?"

The two he'd first spotted came up behind him, blocking any conventional escape route. "Hey guys," Kevin said smoothly, "Did you like the remodelling I did on your hangout?"

"Don't talk so tough, you can't take us on alone," one of his former friends spat.

"Who says he's alone?" Ben yelled, pulling away from Gwen to help out.

"Since when do you have anything like friends, freak?" the one with the Mohawk asked.

"Stay out of it kid," the gang's leader spat.

"Let Kevin go," Ben warned.

The biggest of the teenagers stepped towards them, cracking his knuckles. Ben reached for his watch as a fist hurtled towards his face, and was blocked by a slender arm. "Go get Grandpa," Gwen hissed. Ben's fists tightened, but he stepped away. Gwen took a basic karate stance, but it broke when she ducked under the next punch with a squeak.

Ben slipped away, but the snack bar was empty, "No Grandpa… I think it's hero time, those four bully are about to meet Fourarms," Ben twisted the watch, slamming down the face, but he could tell by feel, "Upgrade… stupid watch, can't you just do what I want you to?"

"I have a problem with little girls thinking they can take me and my boys on," the gang leader sneered, leaving Kevin pinned by his 'boys' and turning his attention to Gwen.

"What about old men thinking they can take you on?" Grandpa Max stepped forward and pulled Gwen behind him protectively.

"If you want to help the freak, be my guest, it's your funeral. Get the old man!"

Kevin glared, blue sparks flying across his arms. "Don't," Max said sternly, locking eyes with him between blocking punches. The thugs were completely ignoring Kevin now, focussing their attention on Grandpa Max.

"Come on old man, don't keep blocking all day," one of the bullies taunted, "we're just playing."

"Game over," Ben's electronic voice reverberated from a whack-a-mole machine before the rubber mallet swung out and bashed the closest goon in the nose.

"What the-?" their leader looked over as the arcade game came to life.

"It's my turn to play whack-a-mole, guess who gets to be the mole?" Upgrade shot a mole into his face like a missile, making the bully scream if not doing much physical damage. Then Upgrade peeled away from the machine to pick up the loose mole, "I believe this is mine." More screams and all four of the bullies ran off.

Kevin cracked a smile, "Way to go Ben."

"Oh… uh… I'm not Ben, I'm Upgrade, who is this Ben you speak of?"

"Ben is this awesome guy who just saved my butt," Kevin smiled wider, "Your voice is still the same and your Grandpa is smiling."

"Grandpa?" Upgrade turned, and remarkably received a nod.

"High five!" Kevin lifted his arm.

"High five!" Upgrade slapped the open palm, sending both flying to opposite ends of the room in a flash of blue sparks.

"Ben!" Gwen and Grandpa called simultaneously as the watch timed out.

"What just happened?" Ben sat up, looking across at where Kevin was similarly situated "Are you okay Kevin?"

"Yeah, I'm cool," he lifted his arm but didn't get up.

"Short circuit, I guess that's what happens when you combine a electric charged eleven year old with a living metal ten year old," Grandpa Max let Gwen help Ben up as he went over to Kevin. Once again Kevin shunned the offered hand, standing up under his own effort. "Maybe we should get back to the hotel, I can check you boys over for electrical burns."

"Maybe you keep my secrets and I'll keep yours, no one needs to know," Kevin said darkly.

"And no one needs to know that I checked you for electric burns, but someone _will_ know if I check here," Grandpa Max countered and Kevin let out a resigned sigh.

:::::

"So why do you have doctor-thingie?" Ben asked, staring at the stethoscope pressed against his bare chest.

"It's a stethoscope Ben, got it from a doctor friend of mine. Well looks like you're both fine," Max put away his first aid kit while Ben and Kevin pulled their shirts back on.

"Great, and now I'll be going," Kevin replied.

"Not so fast Kevin, I'd like to talk to you about your powers," Grandpa Max said.

"What about them?" Kevin was clearly unsettled.

"The way you're using them is making you sick."

"No they're not," Kevin shot up defensively, his fists sparking.

"Whoa, Kevin calm down," Ben tried.

"You've been living off electricity for almost three months. When was the last time you actually felt hungry? When was the last time you slept?" Max asked with some force in his voice.

"You don't know anything," Kevin shot back, but his voice wavered.

"I knew your father."

"Harvey doesn't know squat."

"_Devin_ was my partner for many years," this statement made Kevin flinch, "I know how your powers work, and I can teach you how to use them as well." The sparks faded, Kevin stared up at Grandpa Max letting his arms fall limply to his sides, and then the old man offered his hand again, "Do you want to learn?"

Kevin looked at the hand his gaze hardening again. _If I get stronger, then no one will mess with me…_ "Fine," Kevin replied, but didn't shake the hand.

"If you're going to learn, then the first thing you need to do is get the electricity out of your system."

"I want to become stronger, not weaker!" Kevin snapped.

"Just let him explain, I'm sure he's got a good reason, right Grandpa?" Ben intervened.

"Sit down Kevin," Grandpa Max said calmly, waiting until the teen was no longer sparking at the fingertips. "Imagine that the energy you take in is like different kinds of food. Electricity is kind of like sugar. It can give you a quick burst of energy, but it just fills you up without providing any real nutrition. Electricity may be easy, but it's actually making you weaker because your body isn't producing energy itself."

"Plus it would probably help if I could go Upgrade without going haywire."

"Makes sense," Kevin said begrudgingly. "So I just have to get rid of all the electricity I built up, right?"

"Right," Grandpa Max replied with a smile. Kevin leapt of the bed where he sat and next to the light socket, grounding prongs used to contain power surges. "Kevin, wait," Grandpa Max called when he realized what Kevin was about to do, but it was too late.

The crack of electricity was audible.

Kevin was shaking. Gasping.

"Grandpa?" Ben's voice wavered.

"Diamondhead, now!" Ben didn't ask questions. After a flash of green he pulled Kevin away from the outlet. Slowly Kevin turned into the same sort of rock as Diamondhead but he was also completely unconscious. Ben could feel the panic rising in him until he heard Grandpa Max sigh with relief.

"What just happened?" Diamondhead asked.

"Put him down on the bed, he'll be alright. If he would have just sat and listened I'd have given him better instructions. Of all the dumb stunts, how much of those nachos did he manage to eat?"

"Maybe half the basket, why do you ask? And why Diamondhead?"

"Weren't you paying attention, the kid hasn't eaten properly in a month," Grandpa Max gave Kevin a quick look over. "Unconscious, but as long as he's made of that rock then he's alive, solid matter, like Diamondhead is made of are good stabilizers for his powers."

"Okay, now seriously Grandpa, quit dodging, what happened?"

"Maybe I underplayed the energy, comparing his powers to food, it's more like drugs," Diamondhead's yellow eyes widened. "He went into withdrawal, survival instincts grabbed onto the energy from you, we're lucky, if he had reached back into the electrical socket it would've been hell getting him to let go of it a second time."

Diamondhead felt almost sick to his stomach, Grandpa Max never swore, "How long do you he'll be asleep?"

"I can't be sure, can't tell how much damage he's done to himself until he's back to normal."

"So you knew his dad?"

"Gwen told me what Kevin did at the arcade; some simple mechanics told me it was power surges. I knew Devin had a son named Kevin, family resemblance prompted me to make a phone call. He ran away from home three months ago, after a fight with his step-father."

"Sounds like he's had it rough," Diamondhead sighed and turned on the television. "I'll keep an eye on him. You can go join Gwen at the spa. I'll call if something happens."

"It's alright I can stay."

"I'm still alien hero, and I saw that face you made when Gwen ran off."

"Thanks Ben. God knows I need it, kid nearly gave me a heart attack."

Life went on strangely normal, Ben watched Sumo Slammers, and ate chips until Gwen and Grandpa Max returned. They ordered room service instead of going down, Gwen had salad, Ben had chicken fingers, and Grandpa had escargot, while his grandkids made disgusted faces. Then Ben and Gwen went down to the pool while Grandpa Max stayed in the hotel room. Kevin's skin was back to normal by the time they got back from the pool. He was still asleep though, and pretty soon everyone else was sleeping too.

:::::

Ben's yawn was huge, despite Grandpa Max's snoring it was probably the best sleep he'd had all summer, having a big bed all to himself. Pausing Ben looked at the empty space beside him. He had been sharing the bed with Kevin. "Grandpa, wake up!" he jumped out of bed, shaking the old man.

"Huh? What is it Ben?"

"Kevin's awake."

"Oh, that's good."

"No, I mean he's missing."

Grandpa Max lurched to his feet, and looked at the empty bed; the bathroom was dark, so no Kevin there, "Get dressed."

"Mmm? What's with the ruckus?" Gwen turned over, waking up.

"We're going to look for Kevin," Ben said.

"Alright, give me a minute."

"No Gwen, you stay here, pack up for us," Grandpa Max told her.

Gwen crossed her arms with a huff and watched the boys leave. "Typical," she slumped against the closet door before a small noise caught her attention, a pathetic whimper from the dark bathroom.

"Kevin?" Gwen asked softly, "Please tell me that it's you in there, because I don't want to know if a total stranger snuck into the hotel room."

"It's me," Kevin replied quietly.

"Why are you in the bathroom with the lights off?" No reply. "Why didn't you stop Grandpa and Ben from running out after you?" No reply. "Are you crying?"

"No! Sh-shut up!" he stuttered.

"Should I call Grandpa and Ben back, or do you need a while?"

"Do whatever, I don't care!"

Gwen fished out her cell and made the call, "Hey Grandpa… I found Kevin… Yeah… See you soon." Then she sat in front of the closet again. "They're on their way back, Grandpa sounded relieved." Silence. "Look, I told Grandpa about you, and that's what started this whole thing. Ben thinks you're awesome and Grandpa just wants to help. If you're going to be angry at someone you should be angry with me."

Silence. Gwen gave up and went back to packing.

Grandpa Max opened the door, and Gwen quietly pointed at the bathroom door, "I'll let you guys figure everything out, I'm gonna start taking the luggage downstairs."

"Thanks Gwen," Grandpa Max patted her shoulder.

"Hey Kevin, why are you in the bathroom with the lights off?" Ben poked his head in and turned on the light, Kevin crawled out from under the sink, his eyes cold. "Okay… what were you doing under the sink?"

"I'm leaving," Kevin said, opening the bathroom door and walking past Ben, reaching for the hotel door, just as it closed behind Gwen.

"You don't want to learn?" Grandpa Max asked.

"I've learned enough, I'm never using my powers again."

"Kevin," Ben protested.

"I was going to kill them," Kevin snapped, "the power messed with my head, I would've killed them, and… when I came up here yesterday I was planning to kill you too."

Suddenly the hotel room's phone rang, "We're not done talking about this," Max said quickly before he grabbed the phone.

"I turn into ten alien heroes, but Gwen can tell you how much I've screwed up with them," Ben insisted, "It doesn't make me a badguy anymore than your powers make you a badguy."

"If you hurt her I'll-" Grandpa Max actually growled at the phone, before turning back, "they took Gwen."

"What?" Ben whirled around, "Who?"

"Those punks from yesterday, get your stuff together, Ben, we're going after her."

"I'm guessing they wanted _me_ in exchange for her," Kevin said coldly clenching his fists.

"We're not just going to hand you over," Ben said forcefully.

"They're hangout is under the 39th Street Bridge, that's where they'll take her…" Kevin dropped his gaze away.

"Alright then, let's move out," Grandpa Max grabbed the remaining luggage and headed for the door.

"Why are these guys after you?" Ben asked Kevin with a frown.

"I used to hang out with them. I used my powers to help them steal they ditched me. So I trashed their hangout and took all their stuff," Kevin glared a hole in the wall, not looking at Ben as he spoke.

"Which is why you're going to wait in the RV, while Ben and I get Gwen back," Grandpa Max said authoritatively, heading into the elevator where he couldn't see Kevin's fists tighten.

:::::

"Let me go you creeps," Gwen struggled against the two boys that were pinning her arms behind her back.

"Do you think Kevin will show up?" one of the thugs turned to his leader.

"Kevin's a chicken, he'll run," he snarled, "but we owe these guys a beating for interrupting our fight with Kevin."

"You'll be sorry once my Grandpa and dufus cousin get here; you have no idea what you're up against," Gwen yelled at them.

"Someone shut her up!" he yelled, and one of the gang pulled out some duct tape.

"I know she can be annoying, but that's no way to treat a girl," Fourarms growled, grabbing the two thugs that were holding Gwen and knocking their heads against each other's.

"Gwen, over here," Grandpa Max waved, and Gwen raced away from her captors.

"Damn freaks," the gang's leader spat, "you're gonna pay."

"I'm the one you want, Wes," Kevin yelled at the other side of the bridge, with his old gang between him and the Tennysons.

"Kevin, what are you doing?" Fourarms asked.

"Come and get me," Kevin yelled, as the fallen gang members were coming around.

"Leave him alone, you've got bigger problems, me," Fourarms raged and stepped forward, just as the watch blinked out, and he turned back into plain in old Ben. "Oh man."

"You're that kid from the arcade," Wes growled.

"Ben run," Grandpa Max yelled.

"Stay away from him," Kevin jumped Wes. Ben ran behind Grandpa Max twisting at the watch frantically. The other gang members pried Kevin off of their leader by the legs. Face first into the cement. Kevin thrashed. He spotting the old generator they used for power. For a second there was nothing else there. Nothing but a generator and the pavement. Kevin forced himself to look the other direction, just as a boot came down on his back. He gasped. The wind was literally knocked out of him.

That particular thug was knocked to the ground by Max's heavy punch, but it meant the gang changed targets completely. "No, leave them alone," Kevin gasped before he started coughing.

"Kevin!" Ben Tennyson's voice was loud and clear. All the other noise drowned out, "Absorb the cement!"

Kevin looked at the pavement he'd been face planting with. He was trembling even thinking of using his powers. He'd been nuts. Looking back on it he could tell he hadn't been thinking straight with even a little electricity. Using the cement he was walking in blind…

Grandpa Max was pinned, between fighting off four kids who he was doing his best not to hurt. Gwen was after the big one, like a fly attacking a horse. Ben was useless with the watch not working right.

A pavement fist hit Wes. Grandpa Max's right arm was free. After a healthy right hook from the old man, the gang ran off.

Kevin groaned, the pavement of his hand turning back into flesh. It wasn't like electricity. It was heavy. Pound for pound, Kevin had to lift it.

Ben and Gwen clung to their Grandfather's side. Even with all the arguing, they were still close.

Kevin hung his head and turned away.

"My offer still stands you know," Max called.

Kevin had stopped walking, but he couldn't bring himself to turn back. "I'm just a freak. My own mother doesn't want me around.

"I'm a freak, my own mother doesn't want me around." Kevin was shaking now. "Can't you losers take the hint?"

"Kevin," Grandpa Max put his hand on the boy's shoulder, "your mother has been worried sick about you. She was crying when I called her. If you really want I can probably get a hold of the missing person's report she filed too. No one kicked you out, even though it may have seemed that way. They didn't mean to hurt you. You have a home and parents that care for you whenever you're ready to see them. If you're not ready that's okay. Even if you would rather stay out here and make your own way in the world that's okay too. It's your choice Kevin. And if you want to learn about your powers and about your father, then you can go along with the official statement and spend some time in an RV with your Godfather."

Now Kevin whirled around, his brown eyes wide, still shaking like a leaf. Ben was wiggling and fidgeting, waiting for Kevin's answer. Gwen was watching from the corner of her eye, pretending not to care.

:::::

The front door of the apartment opened. "Kevin?" the dark haired woman bent down and enveloped the boy, in tears.

"Hi Mom," Kevin sheepishly squeaked. "I… I just… stopped by, to grab some clothes… and…" Kevin gave in, burying his tear streaked face into her shoulder.

Gwen and Ben watched from the RV while Grandpa Max went in to talk. "So, does this mean Kevin is going to be your sidekick or something lame like that?"

"I dunno, maybe," Ben shrugged, "It's totally awesome that he's coming along though."

"Easy for you to say, now I'll have to put up with _two_ super-powered hot-heads."

A backpack and a suitcase, everyone climbed into the rust-bucket.

"Hey Kevin, I haven't told you about how I got the watch."

"He made a complete fool of himself," Gwen interjected.

"So we were camping in the woods, and I saw a meteorite fall to the ground, and the first time I turned into Heatblast, who's this awesome flame alien. Here I'll show you."

"He started a forest fire."

"Grey Matter? Aw man."

A/N: The end. I hope you all enjoyed it, reviews would be greatly appreciated. _A Small Problem_ will be the next episode, although the timing jump is addressed in the chapter, just because I needed something before The Alliance to establish the dynamics between the group now that Kevin is a part of it. So until my next foray into Ben10, adieu.


	2. A Small Problem

**A Small Problem**

"Riptide Rapids?" Ben lit up like a Christmas tree.

"I know, we were supposed to go late next week, but I figured the first day on the road for Kevin shouldn't just be you and Gwen arguing," Grandpa Max watched the excitement in the rear view mirror. In this case the excitement was Ben jumping to his feet and pumping both fists through the air. Gwen leaned over and hugged her Grandfather before undoing her seatbelt to join the informal celebration.

"What's Riptide Rapids?" Kevin raised an eyebrow, unsure of what to make of his new friend's behaviour.

"Only the greatest water park ever, we've gone every summer since I was five," Ben said, sliding back into the table.

"Six stories of twists and turns," Gwen popped into the seat across from Ben.

"Hurtling down a two hundred foot plunge," Ben replied, standing up in his seat now that there was another enthusiastic grin to bounce off of.

"At speeds of over twenty five miles per hour," Gwen mirrored him, including the sparkle of mischief in her eyes.

"Then splash down in a churning three thousand gallon wave pool."

"You've entered: the Riptide Rapids zone!" Ben and Gwen said simultaneously, and then gave each other a high five.

Kevin blinked, "Okay… what was _that_?"

"An old commercial Ben and I memorized," Gwen said. "Riptide Rapids is practically the only thing we can agree on. It's the one time every year that I stoop to Ben's level and let out my inner doofus."

"Hey," Ben glared unappreciatively.

Gwen rolled her eyes, but then paused, hit by a brainwave. "We might finally be tall enough to ride the super slide," suddenly Gwen was practically bouncing with glee and Ben's glare was replaced with a widening smile. It was impossible for Kevin not to feel a little jazzed with the shining review that the Tennyson cousins were giving.

The rust-bucket lurched to a stop, forcing all three of them to frantically brace themselves or topple over. "Alright everyone, grab your bathing suits, we're here," Grandpa Max called back with a grin. Ben grabbed his bag from the top bunk, Gwen grabbed hers from the bottom bunk, and Kevin stepped over the inflatable mattress he was using to get his suitcase from the corner. After a few minutes Grandpa Max had paid the entry fee and the four of them were facing more big yellow tubes than Kevin had ever seen before.

Naturally all eyes were drawn to the hulking tower of tubes of stairs that the words, 'Super Slide' painted across the top platform. "I would rather not climb all those stairs," Grandpa Max waved the three kids away. "I'll get some snow cones and meet you guys at the bottom."

Ben, Gwen and Kevin raced towards the super slide. There were enough stairs to make your ears pop, but the enthusiasm between the three made it an easy climb to the boat shaped launch platform, which was where everything went downhill. "You're too short," a hand shot in front of Ben as he approached the line for the water slide.

"What are you talking about?" Ben said indignantly. The supervisor for the slide just lazily pointed to a sign standing just behind Ben. The narwhal's horn just brushed the tips of Ben's hair, "But I'm almost-"

"Next!" the supervisor yelled dismissively.

"Hey, come on, he's the same age as us," Kevin countered immediately. It wasn't a total lie; Ben was the same age as Gwen, who was currently hiding her face in shame.

"The kid's not allowed, simple as that," the supervisor said with enough of a snarky attitude to make Kevin's hair bristle.

"And I say that it's not a big deal," Kevin tried to glare down the freckle faced young man, despite the fact that there was at least a foot of height difference them. Kevin was used to facing off against guys that were bigger and tougher than he was. This guy was a bean-pole compared to most of his old gang.

"Rules are there for your own safety."

"Safety rules are deliberately exaggerated, its fine."

"Not on my watch," he sounded like Harvey, Kevin's fist clenched as the image of his stepfather popped into his head.

"Well maybe your watch is broken, because he's coming with us," Kevin was dripping with spite.

"I don't know them," Gwen specified.

"Kevin," Ben stepped up, "it's cool, go ahead without me."

"You sure? We could probably get a manager up here with some 'the customer is always right' speech," backing down wasn't really an option in Kevin's book.

"I got this," Ben replied with a smirk. Kevin smiled, knowingly, and followed after Gwen. "No one would stop Ripjaws from riding the water slides," Ben said as he ducked away. Unfortunately the Omnitrix was jammed, "Come on, work," Ben griped as he tried the button over and over again. Then, with a frustrated grunt, he swung his wrist towards the solid surface of a nearby post.

The ground was considerably closer than it was in the minute beforehand, of course it would have been Grey Matter. "Aw, no, no, no, no, no, no, anything but being a micro munchkin… still, if I can't walk past security, I could still sneak past." Grey Matter waited until the freckled nuisance was telling off someone else for being too short, before slipping past.

"Race you down?" Grey Matter squeaked up at Kevin as they both climbed into the slide. Kevin looked at his small grey companion with a crooked smile. The pair went hurtling down the tunnel, their delighted shouts echoing through the plastic. Ben reached the bottom first, but only a second later Kevin was landing on top of him.

"Whoo! That was awesome!" Kevin threw his hands in the air. "I have to give you kudos on the choice though, going down as Grey Matter must've been intense."

"Yeah," Grey Matter shook off the chaotic landing conditions.

"I thought you would've gone as your water alien," Kevin led the way towards the shallow end.

"Ripjaws, and I tried, but the watch didn't co-operate."

"Grandpa's not going to like you going alien just to sneak on a slide," Gwen said, looking at the two of them with a scowl.

"That's why I'm not going to tell him," Grey Matter countered, "In a few minutes I'll be back to normal, and he'll never know, _will he_?"

"Whatever," Gwen folded her arms and walked away.

"Why is your cousin always getting on your case?" Kevin asked, climbing up the steps.

"Because she's a goodie-two-shoes who just likes to ruin everything," Grey Matter followed, although with a lot more jumping.

There was a moment where Kevin considered chasing the pre-teen drama queen down to make sure she kept her mouth shut, but there was fun to be had. "Super slide round two?"

"You know it!" Grey Matter started running.

Across the street from the water park a green-grey car was parked by the side of the road, its open trunk was full of surveyor's equipment. A red head with thick rimmed glasses had about a dozen papers in his hand and a set of binoculars. As he looked over the area he muttered to himself, "Now, if they moved the road in 1969… at this rate it'll be at least a week before I pinpoint the 1951 crash site." The sight on his binoculars ran over the water park, "I need a fixed landmark, or a-" His jaw dropped as he spotted Grey Matter, "An alien!" The man was nearly shaking with delight, "Maybe a remnant of that fateful crash. I need a closer look."

:::::

"What on Earth is that?" the slide supervisor was stopping Kevin now.

"It's a pool toy," Kevin lied while Ben played dead in his hand. Although he also clearly implied that the slide supervisor was an idiot by the tone of voice in his lie.

"Oh… just make sure you hold onto it on the way down," the freckle faced youth waved them on, only to have the redheaded man show up a second later.

"Did you see a little grey alien go past here?"

"Dude, it was a pool toy."

"It was an alien, I saw it running around. Look, there was a crash in 1951, if that creature is a survivor then it's the greatest most reality shifting scientific discovery in the history of mankind."

"Woooow… sounds boring. Look you can't go down the slide without a bathing suit."

"Oh, get out of the way!" the man pushed past anyway.

:::::

Kevin and Grey Matter splashed down into the pool again. Kevin shot a mouthful of water out like a fountain at the bottom, eliciting a laugh from Grey Matter. "Do we have time to go again?" Kevin asked once his gums were chlorine-free.

"No I'm going to time-out pretty soon, there are some other waterslides that don't have height restrictions though, there's one that's almost a sheer drop, and another one that you ride in an inner tube."

"There you are Kevin, come and get your snow cone," Grandpa Max said walking over with Gwen behind him and in a panic Grey Matter swam under the water.

"Where's Ben at?" Gwen asked a little smugly.

"Something about a slide with inner tubes," Kevin lied smoothly, and Gwen crossed her arms, unimpressed. "I'm sure he'll catch up with us in a minute," Kevin climbed out of the water and followed the others away.

Grey Matter's tiny head breached the waters sloshing surface and gasped for air before he smiled to himself, "Nice one, Kevin."

Emerging behind Grey Matter like a crocodile, the red-headed alien-nerd lifted Grey Matter from the water, "Hello my little alien ticket to fame."

"Uh-oh," Grey Matter squeaked, before the large hand wrapped around his miniscule body, effectively covering his mouth.

:::::

"If you don't tell Grandpa about Ben then I will," Gwen hissed in Kevin's ear as he accepted the snow cone from Grandpa Max.

Kevin's frown became intensely close to a snarl, but then he turned to Grandpa Max with a smile. "You know what, hold onto the snow cone for a minute longer, I'm going to make sure Ben knows where we're sitting."

"Well, I must say that Kevin's manners have certainly improved since when we first met," Grandpa Max smiled as Kevin disappeared into the crowd.

"Yeah, improved," Gwen said sarcastically, before sighing and sitting down, mentally resigning herself to giving the boys another chance to fess up. She found herself torn between how willing Kevin was to stand up for Ben, and the threatening manner in which he did it.

:::::

"Hey, Ben, you in there?" Kevin looked into the pool, but there were no grey swimming blobs. Kevin crossed his arms and scanned the water park, Grey Matter was small, which made it easier to hide, but something about the man racing out of the park wearing a soaking suit and carrying a little girl's pink lunchbox was certainly suspicious. Kevin's eyes widened when, for a brief second, a grey form pushed open the rosy container's lid, "Ben." Grey Matter was tightly packed away, even as Kevin turned away from the fence.

"Ben's been kidnapped," Kevin blurted, after scrambling back to the picnic table.

Gwen coughed as a bit of her snow cone went down the wrong tube. Grandpa Max burst into laughter. "Not funny Kevin," Gwen said and glared at him.

"It's not a joke," Kevin stressed.

"If Ben was in trouble, why doesn't he just go alien hero?" Gwen asked smugly.

"He needs our help!" Kevin grimaced.

Grandpa Max's face became grim, "When did this happen?"

"Just a moment ago, I was looking for Ben then I saw him and some guy outside the fence."

"Which way did they go?"

"I-" Kevin froze, "I didn't watch."

"Gwen, get your things, we'll meet you at the RV, Kevin, I need you to tell me everything."

Kevin swallowed.

:::::

Motion sensitive security cameras locked onto the moving vehicle as it entered the garage. "Security system, off," he walked in with the girl's lunchbox under his arm. Robot vacuums sucked up the water he was dripping off his suit. A cat roused slightly as he passed, but then curled up again. "Prepare shower," he called into the bathroom before detouring to the kitchen, "Lights on."

Grabbing a big jar, and a lid with air holes he carefully unlatched the lunchbox. Grey Matter sprung out of the confined space but was grabbed by a large hand and shoved into the jar. "Let me go," Grey Matter yelped and pounded the glass, but the man ignored him, placing him in some kind of geek's paradise study and closed the door. "Jerk," Grey Matter slumped uselessly against his new glass prison.

:::::

"So why is Kevin hiding out in the back?" Gwen asked as the RV rumbled down the highway.

"It's alright Gwen," Grandpa Max said quietly, "He's already told me everything he can remember."

Gwen unbuckled her seatbelt and headed to the back, where Kevin was curled up in a corner. "Do you have some weird compulsion that makes you curl up in the darkest corner you can find?" Kevin glared, but only for a moment. "Grandpa says that you told him everything," Gwen's voice quieted, "Did you include the part about Ben being Grey Matter when he was kidnapped?"

"No," Kevin glared again, "I'm not a snitch."

"I can't believe you," Gwen hissed quietly, "You leave out the most important details because you don't want Ben getting in trouble with _Grandpa Max_."

"It's not going to help us find him. So he was kidnapped while he was alien, big deal. It'll wear off. He'll go alien again and tell us where to pick him up. If anything he's safer because he was Grey Matter, he's been kidnapped by a nerd instead of some sicko with a thing for little kids. So why don't you just shut up about it."

Gwen wanted to ream him out so badly right now, but she couldn't deny the logic behind his arguments, "You better hope we find Ben soon."

:::::

"Incredible, truly incredible," the man observed while Grey Matter threw himself against the glass, "a perfect, miniature, alien being."

"Who are you calling miniature?" Grey Matter asked spitefully.

"Soooo, which galaxy are you from?"

"Actually I don't know myself," Grey Matter muttered, then turned on the man, "and even if I did I wouldn't tell you."

"Well, feisty little life form aren't you?"

"You wanna see feisty, just wait until I get big." His captor stared at him with a big goofy smile, "Take a picture! It lasts longer."

"My thoughts exactly," he pulled out his cell phone, snapping several photos while Grey Matter tapped his head on the unyielding glass. Then the man moved over to his computer, connecting his cell and preparing a video conference call.

"Mr. Howell, we've more than had enough of your fuzzy claims and blurry photos of supposed alien spaceships," a deep voiced echoed from the computer speakers. A golden mask glimmered beneath the suit of medieval body armor, "I'm not someone you want to annoy."

"I- I know that," Grey Matter's kidnapper stammered, "b-but this one's different, I promise you." Howell began to send over the pictures he'd taken. "See, he's only about six inches in size and converses fluently in English. P-perhaps the organization would consider?"

"I'm sending a car, you better not be wasting our time, or our resources."

"Yes," Howell pumped his fist in the air, "you stay right there, little alien," and dashed from the room.

"Great, a thousand people at the water park and the UFO freak spots _me_." There was a meow from the floor, the door was left open and Howell's cat had gotten in. "Wait, that might work," Grey Matter smiled, "Here kitty kitty, I taste just like chicken."

The cat leapt at the desk, knocking over the glass onto the floor. Grey Matter was left sitting in the middle of the dashed shards, just as one of the automatic vacuums charged at him. Cats, vacuums, the floor was no place for a little alien. Making a mad dash into the kitchen, Grey Matter sprung onto the counter, getting his hands onto Howell's home phone.

:::::

There was a tiny trilling in the RV, right next to Kevin; Gwen had left her cell phone charging in the back. Quietly Kevin picked it up, "Hello?"

"Kevin?" a squeaky voice responded.

"You're still Grey Matter?" Kevin turned his face to the back of the rust-bucket.

"Yeah, stupid watch isn't working right."

"Where are you?"

"Hold on…." Grey Matter took the phone to the window. "There appears to be a mountain peak 13.2 miles due west, with a vertical angle of 45 degrees."

"I don't speak book worm, what's the street name?"

"It's Ripley," Grey Matter replied and set off some alarm by touching the window, then the phone went dead.

Kevin jumped to his feet and raced to the front. "Kevin what are you-" Gwen started.

"Ben's on Ripley, he just called, but the phone went dead."

Gwen pulled out a map, "Ripley is a whole community, Ripley Avenue, Ripley Lane, Ripley Drive."

"It'll be either Ripley Street or Ripley Avenue, anything else he would have mentioned," Kevin insisted, leaning over her chair.

"Are you sure, this is _Ben_ we're talking about," Gwen added.

"It'll be street or avenue," Kevin said firmly.

"Take the next left Grandpa," Gwen pointed, "Ripley Avenue is as good a place as any to start."

Kevin was worried. He hated being worried. Ben was the reason he was no longer some electricity junkie on the street. As far as Kevin was concerned, he owed Ben his life, and he poured that into determination to find the young hero. "There, that's the car I saw," Kevin pointed up the street.

Grandpa Max pushed the gas a little before making a sharp stop.

"Wanna ring the doorbell?" Gwen asked as they approached the door.

"I'll knock, hard," Grandpa Max said, and kicked in the door putting them face to face with a snarling dog.

"Brutus, sit boy," and elderly woman in a wheelchair yelled, but the dog leapt anyway, directing its attack on the biggest threat, Grandpa Max.

"Down boy," Grandpa Max said using a pressure point on the dog's head to get it to sleep.

"Are you the only one who lives here?" Kevin asked the old woman, ignoring the chaos behind him.

"Just me and Brutus," the old woman answered with a steely glare.

"Does anyone else on this street have a car that looks like yours?"

"Do I look like I get out much?" she asked angrily, gesturing to her wheelchair. "What do you think you're doing breaking into my house and interrogating me?"

"I'm so sorry ma'am," Grandpa Max pulled Kevin away to deal with the blunder.

:::::

It was just across the street that the alarm had alerted Howell to Grey Matter's escape. Grey Matter was forced to crawl through the man's shirt and make a break for the air ducts, even biting the man's fingers as the pasty hand reached in. Crawling through the ducts he grumbled complicated theories of what might have gone wrong with the watch, but he wasn't crawling for long as Howell turned on the air conditioning. It was back to the kitchen and facing a broom, until he leapt down the drain, which Howell flooded, sending him swimming for air which he found in the toilet.

Not. Fun.

:::::

Gwen and Kevin raced back up to the front of the street. "It'll be faster if we just check their garages, you take the ones with windows, I'll take the rest," Kevin said.

"How are you going to check them if they have no windows," Gwen demanded, but then Kevin opened a locked garage easily with nothing but a thin strip of metal he'd picked up.

"Not this one," he looked at the white car, before sliding the garage closed again. "Are you just going to stand there staring at me or are you going to check that garage," he thumbed her across the street.

"Right," Gwen nodded and ran across the street. Again she felt torn, Kevin was very serious about finding Ben, but his methods weren't particularly comforting.

:::::

It was a battle of wits, but Grey Matter had an idea. Howell's wits were mostly reliant on electrical devices; down in the basement he found the main breaker. Hiding in a plant as footsteps thundered down the stairs, Grey Matter looked across the room and noticed a fire pit. And where there was fire there was smoke and a chimney. Howell spotted him as he climbed up the chimney, and lit a fire underneath. It would have been a fall to his death if Howell hadn't caught Grey Matter in a small net.

:::::

Kevin paused as a car drove by, people tended to get suspicious of kids fiddling with locks. Except that this particular car made Kevin suspicious. It was filled with men in suits of armour, putting on trench coats. He raised an eyebrow, about to follow, but then he heard Gwen scream. "What's wrong?" he asked whirling the corner of the house she was on.

"There's a _huge_ spider on the garage window," Gwen whined pointing at the offending arachnid while squirming away with disgust.

"Seriously? You get stopped by a spider and you were bugging me about slowing us down by not telling on Ben!"

"Spiders freak me out! What's your excuse? Does telling the truth frighten you?"

"Well I can't come running every time you see a spider." Kevin grabbed a stick off the ground and shoved it into Gwen's hand, then pulled her to the window. "You catch the thread with the stick," he had his hand around hers to control the movement, "then you put the spider in the grass, see, easy." Gwen was frozen while Kevin looked through the window, "Not this one."

_She_ was supposed to be the mature one, and she was getting shown up by the stray that Ben had picked up. What was worse was she wasn't even taking it maturely that he _was_ stepping up and proving himself. Gwen tightened her grip on the stick for a moment, assuring herself that she could trust Kevin, at least when it came to looking out for Ben.

:::::

Another cage for Grey Matter, this time it was a display case for action figures, the room was full of them. "Something tells me you're the type of guy who has a lot of friends."

"Who needs friends when you have the fame I'm about to have." A loud crash from the front door had the man pausing before he grinned, "They're here."

"Yeah, to break me out," Grey Matter smiled to himself, until the three knights entered the room.

"Oh, you have no idea how long I've waited to meet you people, it's truly an honour."

"Where's the alien," one asked, matching steel masks covering their faces, hiding any expression. Howell backed away, which put Grey Matter in plain sight.

"Hands off," Grey Matter squeaked as the knight roughly shoved him into a cage with some sort of energy field.

:::::

Across the street Grandpa Max was fixing the door he'd busted through. Gwen ignored Howell's house, since there was a vehicle in the driveway, Kevin on the other hand didn't. He'd seen that vehicle pull past them while they were looking, and what did nerds do when they got new toys except invite friends. There was a green vehicle in the garage; they'd been right across from Ben. If he hadn't suggested they go back to the start Ben would be rescued already. There was movement at the door and Kevin ducked behind the corner.

Three guys in armour strode from the house and back to their vehicle, a glowing box with a little grey alien inside it clutched tightly in one of the three's hands. Kevin went rigid, and then slowly reached his hand for the driveway, putting his hand against the cement. With a fist full of driveway he jumped the hood of the car and punched Howell.

"Drive," one of the knights yelled and with a squeal of the tires they raced away. For a moment the youth glared at the disappearing car, he'd expected them to stop and help their friend, now Ben was gone. He'd punched the wrong target.

"Kevin?" Gwen called running over.

"This is the creep that kidnapped Ben," Kevin said with rage about to punch the unconscious Howell again.

"Hold on Kevin," Max grabbed his fist, "there's no point in punching a man who's already out. We should search his house and find Ben."

"Those guys in the black car took off with him," Kevin said, as the cement drained from his hand.

"I didn't see anything," Gwen said.

"They were three guys in knight's armour."

"Knight's armour?" Max's eyes widened.

"What would three guys in armour want with a ten year old kid?" Gwen countered.

"Gwen," Grandpa Max signalled her to be quiet, "they've been spooked, the Rust Bucket won't be able to catch up with them, we need to get this guy woken up."

:::::

Howell was tied to a chair when a glass of water to the face roused him. "Wha?" he opened his eyes and looked up at the trio, "What! What's going on! Why am I tied to a chair! Who are you people!"

"The knights, where are they going?" Max asked.

"You're too late to stop it, the whole word is going to see that aliens really do exist!"

"Private collectors don't do news," Grandpa Max tightened his grip on the chair. "Now where are they going?"

"If you want I can punch him some more," Kevin volunteered, crossing his arms and glaring.

"They have a big place, a castle in the woods south of town," Howell squirmed, able to recognize the crazy kid that jumped a car to hit him the last time.

"Let's go," Grandpa Max said and they headed for the door.

"Wait, what about me?" Howell called, "You can't just leave me like this!" Apparently they could, because the door closed without another word.

:::::

"A remarkable specimen… and Howell?" the regional leader of the knights, distinguished by his golden mask, looked into Grey Matter's glowing cage.

"He's out of the way, some kid attacked him."

"Hmm… triple security, just in case. Let our scientists have at the vermin."

"Whoa, scientists?" Grey Matter squeaked, "I hope we're not talking about something drastic here. It's just MRI's and blood samples, right?"

:::::

Gwen, Kevin and Max crouched in some bushes. "There are knights everywhere, how are we supposed to get in?" Gwen asked.

"I bet that armour packs a pretty good punch," Kevin looked at the steel.

"Looks like they knew we were coming," Grandpa Max frowned.

"Grandpa, who are these guys what do they want with Ben?" Gwen asked.

"They're a well-organized secret society, dedicated to collecting alien technology. If they've found out about Ben's watch-"

"They haven't," Kevin interrupted, "they just think he's an alien… Grey Matter… the watch got stuck on it somehow."

Grandpa Max paled, "Since when?"

"Since… he used it to sneak onto the super slide…" Kevin drooped at his own confession. It was important, he'd ratted out Ben, and if he hadn't been so stubborn about it the information might have saved him already.

"Then we have to move in fast, they may collect alien technology, but they don't think very highly of aliens themselves." Kevin flinched.

:::::

Grey Matter's eyes widened with horror as a large machine was used to dice a wooden puppet made in his image. "Prepare subject for dissection," the green masked scientist said.

:::::

"So what's the plan?" Gwen asked, just as Grandpa Max charged from the bushes knocking a patrolling knight to the grass.

"Intruders!" another knight nearby yelled.

"Get inside, I'll draw their fire," Grandpa Max said quickly and picked up the knight's energy spear. He fired at the incoming guards, his bright clothes made him easy to spot.

Kevin grabbed Gwen's arm and pulled her around through various bushes. "Wait, what about Grandpa?" Gwen gasped.

"He's the distraction," Kevin said and started climbing a tree right next to the medieval style castle. Gwen nervously turned her head back to the fighting before Kevin's arm shot out from between the branches. She had to remind herself to trust him, but took his hand and climbed up after him. "Second story window," Kevin pointed before swinging over on a branch.

"Are you insane?" Gwen hissed.

"Is that a spider in the tree?" Kevin gasped.

Gwen squeaked and jumped to the window, "Is it on me, get it off, get it off." She squealed and flung her arms wildly.

"Psych, made you jump," Kevin smiled and started walking, before his expression darkened back in the reality of the serious situation.

"You- you-urgh- if I didn't believe swearing was wrong I would be telling you off so bad right now," Gwen quietly raged as she chased the dark haired boy through the castle halls.

The heavy sound of metal footsteps coming their way made Kevin freeze up before he pushed Gwen backwards. "Halt, intruder!" one yelled at Kevin.

"Find Ben," Kevin whispered before taking off down another hall, which kept the knights off Gwen.

Gwen paled before quickly recovering her senses. Now Kevin was expecting her to rise up to the task of saving Ben. She headed down the same hall the knights had come from. Logically patrols would be placed where there was something to protect. Just around the corner and Gwen was facing a locked door with a keypad.

:::::

"Don't bother with the slice and dice, trust me. I'm just as grey on the inside as I am on the out," Grey Matter pleaded as the machine charged.

:::::

"Please work like I think you will," Gwen pulled out a makeup compact in front of a code-locked door. She loosened the blush before blowing it onto the keys, but only three keys collected the powder. "Yes," Gwen cheered for herself as she tried a combination with the powdered keys. The door flew open and the two scientists whirled around and looked at her.

"Gwen!" Grey Matter wriggled.

"Uh, hi," Gwen waved, as the scientists grabbed some sort blaster they had strapped to their backs.

"Gwen, run!" Grey Matter squeaked, and Gwen ducked behind the door.

Energy blasts ripped past her. Two more scientists coming down the hall with glass containers got hit instead. The glass shattered. "So not cool," Gwen inched over to the men, checking pulses. They were unconscious, not dead. The knot in her stomach untangled slightly. She turned one of the men over for the blaster on his back. Squeezing her eyes shut she fired into the research lab.

It missed her would-be assailants but it hit their operating table. Grey Matter's bonds unlatched. Leaping into the machinery, Grey Matter fiddled with the hardware. The machine warming up again caught the attention of the scientists. Then it started firing the lasers chaotically around the room. They had to drop to the floor, as Grey Matter hopped past, and out to Gwen.

"Ben!" she lifted him off the floor, eyes shining with relief.

"That ought to keep them busy for a while, let's get out of here!"

Then her grip tightened until he was gasping, "Don't you ever do that to me again, got it?" Grey Matter nodded frantically. Gwen released her grip, lifting the little grey alien to her shoulder before she took off running. She headed back the way she came, rounding a corner and into the chest plate of another knight.

"Oi," he gabbed Gwen roughly by the shoulders, "What are you doin-" With a loud clang, the knight's grip loosened, just before he toppled to the ground. Kevin smirked, as the steel drained from his hand.

"Kevin!" Grey Matter squeaked happily, just before the watch timed out and he pinned Gwen beneath him.

"Ben, get off me!" Gwen yelled.

Kevin pulled Ben up, who then pulled Gwen up and they were off. Out the window, through the bushes they met up with Grandpa Max. The old man had done surprising well; with nothing but a pile of unconscious guards by the time they were headed back to the RV.

:::::

"It feels good to be big again," Ben stretched out at the table as they drove away.

"Uh-huh," Kevin was curled in a ball again, albeit at the table instead of at the back.

"Okay, why are you so down?" Gwen demanded, sitting next to Ben. "He's been like this all day y'know." Gwen grabbed Ben by the head, "Look, Kevin, Ben's fine, so would you stop with the moping already?"

Kevin pounded the table; thankfully he no longer sported fists of steel, "It was my fault in the first place."

"What are you talking about?" Ben asked.

"You were planning on going to the water park next week. If I wasn't here you never would have been kidnapped," among a dozen or so mistakes he'd made along the way to rescuing Ben.

"It's no one's fault Kevin," Grandpa Max called back, "if you weren't there to see what happened who knows what would've happened to Ben."

"And who says I wouldn't get kidnapped by that same guy if we came later," Ben added.

"Come on," Kevin rolled his eyes but unfolded from his ball, "what are the chances of that happening?"

:::::

"Find out all there is to know about these people," the golden masked man looked at the images of Gwen, Ben, Kevin, and Max. "I want them found, and caught," he scanned the room of alien technology and grabbed a blue-green gauntlet, "and taught a lesson."

:::::

A/N: Alright, this marks the end of chapter two, leaving the Forever Knights with a complete arsenal of alien technology. The next episode up for Kevin implants is **The Alliance**. If you liked it or hated it, please leave a review. The positives encourage me to do more, the negatives encourage me to do better.


	3. The Alliance

A/N: Alrighty, I think I've been sitting on this chapter long enough. We come to The Alliance, which is actually the first episode after Kevin 11 chronologically speaking, but I think once you read you you'll all understand why I wanted to put A Small Problem before it. This chapter does get a little... intense. Anyway, I hope you all enjoy it. Read and review and all that jazz.

**The Alliance**

The spaceship orbited around the planet Earth, releasing two disk-like pods into the atmosphere. "The drones have launched," the ship's lieutenant droid reported, "equipped with the improved internal tracking system, they should be able to find and retrieve the Omnitrix."

"They may find it," the commander's laboured breathing came from sealed medical apparatus, "but retrieving it will not be easy. Whoever possesses the Omnitrix continues to be an opponent of extreme danger and inspiring brilliance."

:::::

Ben walked through the convenience store watching his shoes until his stomach gurgled loudly, "Man I'm starved." He spotted a pyramid of cookie boxes, grabbing one at eye level, which sent the rest of the pyramid toppling to the floor, and on top of his cousin.

"Smooth move Tennyson," Gwen looked at him scornfully.

"Still haven't got the pavement trick down?" Ben asked, as he left the store, Kevin was crouched near the Rust Bucket with both hands on the cement.

"You have no idea," Kevin glared at the rock that crept up and down his hand with great effort. Ben shook the open cookie box in his face and the pale youth abandoned his attempts at absorbing the pavement in favour of the sugary baked goods.

"Give it time," Grandpa Max said while cleaning the RV windows, including a number of filth doodles, courtesy of the boys.

Gwen's eyes widened as an armoured car across the street had its back end blown out, "What if he doesn't have time?"

The trio of thugs looked like a biker gang, carrying some kind of guns. Two of them headed for the armoured car, the third noticed the three wide-eyed kids, "What are you looking at?" The end of the weapon pointed at them.

"Kids, get back," Grandpa Max pushed them behind the RV before leaping out of the way of an energy blast that tore a hole through the gas station's cement pillar.

"That's not cool," Kevin looked at the carnage, paler than usual. Even if his powers had worked right he probably would have just lost his arms.

"I'm going in," Ben slapped down the watch. All three of the biker gang noticed Fourarms as he pounded the street causing a minor local earthquake. The driver of the armoured car stumbled out of the vehicle. "You okay?" Fourarms asked, causing the man to scream and run.

"Behind you!" Kevin yelled, and Fourarms turned just in time to get a face-full of laser, and crash into another of the gas station's pillars. Another shot and the gas pumps burst into flames.

Fourarms roared and leapt from the smoke knock the first biker to the dirt. He grabbed the next two and slammed them into the armoured car, using his free pair of hands to remove their helmets. "Huh? You're all women… Look I don't wanna hurt," his delay got him shot in the back.

"Well isn't that sweet."

"Clobber her," Gwen yelled.

Fourarms glared up at the bikers when the two drones burst through the dust cloud of their fighting, scorching the earth. "Hey, this is my heist!" the leader of the biker gang yelled at the new opponent.

"You can have it," one of her teammates called as they both ran off.

"Come on, work," Kevin growled as the pavement inched up and down his fingertips, he couldn't hold the pavement in at all now. What was wrong with him, his powers were getting worse and the situation was getting more and more desperate.

"Plan B," Grandpa Max picked up the spare tire that had jostled loose of the Rust Bucket, throwing it into the last remaining biker. "Those drones must be after the watch."

"You'll get yours old man," the biker chick said darkly, taking another shot in Grandpa Max's direction. He dodged, but the blast hit the already unstable rain-roof.

"Lookout," Kevin called, but couldn't get up fast enough to stop the cement chunks from raining down on the old man's head.

"Grandpa," Gwen jumped over the fallen debris.

"No," Fourarms yelled, before he was accosted by the drones. "Come and get it," he growled and jumped at the probes, bringing them both to the ground underneath his weight, crushing them.

"Piece of trash-ah," the biker's hand was hit by a rock, forcing her to drop the gun. Gwen picked up another rock and tested the weight with a light throw in the air, while Kevin hovered over Max.

"I'm sorry about this," Fourarms brought his fist to her face. She hit the pavement, out cold.

"I'm calling an ambulance," Gwen pulled out her cell.

"I'm faster," Fourarms countered, "but I can't carry all three of you."

Gwen glanced at Kevin, who glared at no one in particular. "Go on then, we'll catch up," Gwen said and watched Ben leap away.

"Are you okay?" Gwen asked her dark companion.

"I'm fine," Kevin walked over to the probe and changed the subject, "So what is this thing anyway?"

"I dunno, but Ben's been attacked by them before, better not mess with it."

"I'm not messing with it," Kevin picked up a piece, "I just want to see how it works." For a brief second the probe lit up, and clamped onto Kevin's neck, he screamed, before his skin reddened and razor sharp claws replaced his nails. His eyes were replaced with some sort of red sensors that displayed all kinds of information that he couldn't understand.

"Kevin! What did you do?" Gwen stared at him, "Please just tell me that you've just naturally unlocked your powers."

"No," Kevin stared at himself, "it bit me or something..."

Gwen raced over, and then stepped back slightly, Kevin was even freakier from up close. "I think this is one of those times when we should ask Grandpa."

"Would _you_ walk into a hospital looking like this?" Kevin asked with a growl.

:::::

"Your Grandfather has suffered a severe concussion he'll be out for a few more hours; he also has several lacerations and a broken leg," the doctor looked at the young boy with Max Tennyson's patient chart in hand.

"He's gonna be okay, right?" Ben asked softly.

"For a man his age he's remarkably strong, he'll be fine after some rest," the doctor said then looked over the patient chart, "Now it says on his admittance form he was hit by a car bumper, did someone back into him?"

"Actually, the bumper flew through the air, after this robot drone blew up the car."

The doctor blinked, "Vivid imaginations are a good coping mechanism in situations like these," he patted Ben on the shoulder, and then walked away. "Why does my patient have to be the one brought in by the crazy alien kid," Gwen heard the doctor muttering as she walked past him.

"Okay… what on Earth did you tell that doctor?" Gwen asked, putting her hands on her hips as she entered.

"He doesn't believe me so what does it matter?"

"How's Grandpa?"

"Unconscious, but he'll be okay," Ben replied, then asked, "Where's Kevin?"

"Yeah…" Gwen started awkwardly, "maybe you should come see for yourself…"

:::::

"The drones were destroyed," the lieutenant informed his injured master.

"Send out more."

"We may not need to. It seems the drones have somehow **merged** I'm receiving one combined signal, and that signal has been on the move."

"Perhaps one head is better than two, even if it is a flawed human one."

"Shall I open telepathic communications?"

"Yes, do."

:::::

"Whoa, you absorbed the alien probe?" Ben eyes were bright with admiration.

"Not exactly," Gwen put a hand on her hip, watching Kevin wrestling with himself as to how to respond.

"Dude that's totally awesome, can you shoot energy blasts like the probe did?"

"I dunno," Kevin shrugged, and then turned towards a dumpster which promptly exploded.

"Whoa!" Ben gaped, and Kevin smiled slightly.

"Ben, don't you think you should be a little more concerned with getting Kevin back to normal?" Gwen asked, crossing her arms.

"Why? Kevin can totally kick butt now."

"If electricity made him sick, what might this do?"

As if on cue Kevin groaned, putting his hands to his throbbing head. _Listen to me. Whoever you are?_

"Get out of my head," Kevin yelled, making both Ben and Gwen back away before Gwen shot Ben an I-told-you-so glance.

_Silence, _the voice echoed in Kevin's mind, _you are here to serve me. _The world seemed to melt away, leaving only a pale green face of tentacles. _You now possess powers you could only dream of, but they are worthless without guidance. All I require in return is for you to retrieve something that belongs to me, the Omnitrix._

"Forget it," Kevin growled, completely oblivious to the real world he was yelling into, "I won't help you hurt Ben."

_Ben?_

Kevin writhed in pain, but Ben and Gwen were helpless, not to mention a little unnerved, they could only hear one side of the conversation.

"Ben?" Gwen looked over to her cousin, "What do we do?"

"Don't look at me, I have no idea."

_Your head is full of lies. No mere child could thwart me, even with the Omnitrix. Who is it that helps him?_

"I won't," Kevin panted before the pain came back; the splitting headache of another's thought's burrowing through his head.

_Max Tennyson…_

Kevin was left a dishevelled ball on the cement, the real world coming back like a slap to the face. For now the pain was gone, whoever that voice was had left him alone, but it wouldn't be for long, not with that roar of rage when he discovered who he was up against.

"Kevin," Ben took a step towards him, "are you o-"

"Don't!" Kevin snapped; his brown eyes were wide with panic. "Don't come any closer."

"Kevin, what just happened?" Gwen asked putting her hands on Ben's shoulders.

"You have to stay away from me," Kevin stood up, losing his balance almost immediately. "Just stay away!" Kevin warned again, before he took off down the alley running.

"Kevin wait," Ben started to run after him, but Gwen pulled him back.

"Hold up Ben, chasing after him now could get both of you hurt; we need to wait for Grandpa to wake up. He helped Kevin last time." Ben's head drooped towards the pavement in defeat.

Kevin breathed heavily, leaning against a brick wall in an alley. "Dammit," he muttered and curled his hands into fists grinding the bricks to dust. "You're a monster, a freak," he berated himself in third person and curled up into a ball, sobbing softly.

_Pitiful._

Stupid voice was back, but at least this time it wasn't putting his head through a blender. "Go away, I'm not going to help you."

_Touching, but I don't think you realize the situation you're in. You belong to me now, as soon as the Omnitrix is put to use you __**will**__ go after it. You are programmed to retrieve the Omnitrix, fight it and you'll shatter your own mind. My own thoughts will grind yours into dust, and you're just as useful to me as a hollow shell, child._

Kevin shook, curling up tighter, he could see that slimy tentacle covered face, knowing that it wasn't lying.

_Why are you even helping them? You only just met them. Such a tight knit little family. You don't belong. You're just the stray they picked up._

"Shut up," Kevin was shuddering, that monster was reading his mind like he was leafing through a magazine.

_It would be easy. You already dream of their deaths._

:::::

Ben and Gwen sat together in the hospital. Ben's line of sight moved about the room, the window, Grandpa Max, Gwen, then back to the window. "Urgh, I can't stand it anymore," Ben stood up and started twisting the watch.

Kevin flinched as his sensors flared up.

"Whoa, Ben, what do you think you're doing?" Gwen put her hand on his wrist.

"I can't just sit here and do nothing. We need Grandpa to be better right now. Maybe as Upgrade I can do something from inside the machines, or Ghostfreak, I can, I dunno, meld with him or something."

"Ben, I really don't think this is the time for an alien hero."

"But Kevin is out there and he needs help, if I can't help him than what use is this stupid watch?" Ben raged.

"Grandpa got hurt, it happens, if you didn't have that_ stupid_ watch than all four of us would probably be dead right now," Gwen nearly snapped back, but she held her composure.

"You don't understand, I'm the hero, I'm not supposed to let people get hurt."

"That's ridiculous Ben, this isn't some cartoon we're living in. Accidents happen; people make mistakes. The watch makes you an alien; it doesn't make you less human. You're lucky to have that watch and don't you dare forget it for even a second," Gwen said and angrily stomped out into the hallway.

"What are you so angry about?" Ben followed, but Gwen's eyes were wide and directed to the window, where a red, human shaped figure, floated in the air.

"Kevin?" Ben stepped closer to the glass.

"Ben, I think we should run," Gwen said, her voice wavering.

"What?" Ben turned to Gwen, who kept her eyes on Kevin and the glow forming at his shoulders.

"Run," Gwen yelled, grabbing Ben's arm and pulling him away from the window as the energy blast tore through the glass.

"Why is Kevin shooting at us?" Ben gasped, as he chased Gwen down the hall.

"Oh, I dunno, Ben, maybe it's because he's been **hardwired to an alien probe**," Gwen gasped, as she glanced behind and spotted Kevin smashing bodily through another window.

Another energy blast reduced a nearby nurse's trolley to dust. Wheeling around the next corner Ben stopped, "Stairs!"

"We need to get him away from the hospital," Gwen chased her cousin down the steps.

"Well right now, we don't seem to have much of a choice," Ben glanced back, only to see Kevin simply drop the four flights of steps he'd just run.

"Move!" Gwen grabbed him and shoved him into the hall as they avoided another energy blast. "You said you wanted to use the watch, here's your chance," Gwen yelled as they made it through the front doors.

"Which one? I don't want to hurt Kevin."

"I dunno, anything's better than nothing."

"Alright, just distract him for a minute while I think."

"You want time to _**think**_?" Gwen yelled, as Ben ducked away.

Kevin's energy blast ripped through the hospital's doors and he settled onto the ground instead of flying. "Uh, hi… Kevin," Gwen gulped, "what's up?"

"Master Vilgax demands the death of Max Tennyson's grandson," the voice came from Kevin, but it sounded vaguely mechanical, and with some strange hint of glee. Gwen's eyes widened. His shoulder lasers charged. A streak of blue pulled Gwen away from the blast.

"You have a plan?" Gwen asked as XLR8 came to a stop and put her down.

"Yeah, you get back to Grandpa, tell him what's happening, I'll lead Kevin away."

Gwen nodded and Ben zipped back around to the front end of the building. "Hey Kevin, catch me if you can," Ben taunted, zipping away from energy blasts and leading Kevin away.

For a moment Gwen stopped and examined the energy blast that had nearly hit her, reaching up, to the epicentre of the black scorch marks.

:::::

"Hurry up, slow-poke," XLR8 taunted, zipping from place to place, sticking out his tongue, even doing a handstand before dashing off again.

"Play time is over, Benji," Kevin said, before smiling.

"That machine is messing with your head, fight it Kevin," XLR8 pleaded as he slowed again to ensure Kevin kept up. Then the watch started beeping. "Uh-oh," XLR8 took off at top speed, now it was about getting some distance between himself and Kevin before the watch timed out. Which it did, mid run. Suddenly Ben was toppling to a stop, luckily into a large pile of garbage bags.

"Benji… come out, come out, wherever you are," Kevin's sing-song voice filled the air. Ben went rigid, but remained hidden, despite the horrid smell. "As soon as you transform, I _will_ find you," Kevin said dangerously, his voice growing more distant.

"Oh man, this has not been my day," Ben got up slowly, knocking a banana peel off his shoulder from a bag that had split open.

:::::

"Gwen…" Grandpa Max's voice was soft, but Gwen responded to it immediately.

"Grandpa!" she wrapped her arms around the old man and heard him hiss, "Oh, sorry…"

"It's alright, where is Ben? And Kevin?

Gwen's face fell, "Well Kevin was looking at that probe; he said it 'bit' him…" Gwen knew she was going to sound stupid, but she didn't really have a good way to explain, "He turned all red, and can fly and shoot lasers, and well… he's been firing them at _us_."

"Where is he now? Where's Ben?"

"Ben turned into XLR8 and lured him away, he'll find some way to contact us, I'm sure of it. Ben wanted me to ask you about it."

"Injected him with bio-plasma," he paused as Gwen looked at him with wide eyes, "Oh it's from a science fiction movie I watched."

"Oh," Gwen replied, then found her hands fidgeting.

"Something wrong, Gwen?"

"Just something Kevin said, I can't get it out of my head, he said 'Master Vilgax demands the death of Max Tennyson's grandson.'"

"Let's go," Grandpa Max started sitting up.

"Whoa, what are you doing? You have a broken leg!" Gwen panicked.

"We have to get to Ben; Kevin has to be stopped by any means necessary."

Gwen grabbed the remote and dropped her grandfather's bed back, "What do you mean, 'by any means necessary'?"

"We have to destroy him," Grandpa Max said, watching Gwen stiffen, then sit down. "Kevin is gone, that's just a machine in a human shell. Ben has to take him out, permanently."

"But… Kevin… Ben… Ben's only ten, how could you ask him to do something like that?"

"Do you really think Kevin would talk like that? Ben shouldn't have to be the one to do it, I know. I'd do it myself if my leg wasn't broken, but since it is Ben is the only one strong enough. This isn't some petty criminal we can hand over to the police. Kevin knows about the watch and about us, with these new powers he's too dangerous. You have to tell Ben. Tell him not to hold back."

"Grandpa I-"

"Promise me!"

"Alright…" Gwen said weakly. "I… I need a drink of water… can I get you anything, from the cafeteria maybe, or-"

"Just get the message to Ben."

Gwen nodded, and stepped out of the hospital room pale as a sheet. A couple of nurses even asked her if she was alright as she passed by. It nearly scared her half to death when her cell phone rang.

"…Hello?" she answered numbly.

"Gwen!"

"Ben!" hearing his voice, Grandpa's request hit her again.

"How's Grandpa is he awake yet?"

Gwen paled again. Something wasn't right. Somewhere between Kevin and Grandpa it just wasn't right. Killing Kevin… she couldn't ask Ben to do that. Ben couldn't do that even if she did ask.

"Gwen? Are you still there?"

"Sorry, bad connection. Grandpa's still sleeping. Where are you?" she forced her voice to remain cool although she was still shaking like a leaf.

"Right now, some phone booth in the middle of who knows where," Ben complained, looking out at street traffic. "I think Kevin knows where I am whenever I activate the watch, so I don't want to go hero until I have a game plan."

"Excuse me Miss, you can't use you cell phone in the hospital," a nurse chided.

"I'm just stepping out, it's a really important call," Gwen said, and put the cell back to her ear. "Have you ever seen a sci-fi movie with something called bio-plasma?"

"No… why?"

"The phrase just crossed my mind, it's probably nothing." Gwen paced in the parking lot, her eyes falling back on the blast in the ambulance. She brought her fingers up to the black scorch marks again… brought her fingers up; the blast would've gone over her head. Kevin would've missed, at such close range that could only mean one thing. "Ben, are you still there?"

"Yeah, but I'm running out of quarters."

"If you use Ghostfreak, or maybe Upgrade, you might be able to merge with Kevin, like you were going to do with Grandpa, maybe you can find a way to make him better."

"That just might work, thanks Gwen."

"It was your idea, not mine, and Ben…"

"Yeah?"

"Don't hold back," Gwen repeated Grandpa Max's words, now that they didn't have such dark application.

"Thanks Gwen," Ben hung up the pay phone, and took a quick look around, plenty of parked vehicles meant a quick getaway if merging with Upgrade didn't pan out. "Going hero," Ben said to no one in particular as his skin turned black and glowing circuits travelled up his arm.

"Didn't take me seriously Benji?" Kevin asked playfully as he dropped off from a nearby apartment building.

"Oh I took you serious alright," Upgrade replied and leapt onto Kevin, trying to fuse to the amalgamated youth.

Red glowing eyes stared at him, _Ben Tennyson, _the gravelly voice echoed inside of his head, although somehow he knew it didn't come in through his ears. Did Upgrade even have ears? _You cannot run, you cannot hide, I will find you. I will retrieve my Omnitrix and you will die._

"Well, I would love to stay and chat, but I don't have time for a pep talk squid face," Ben ignored the green tentacles, ignored his own senses and tried to focus. Upgrade was a living machine, he should not be affected by some psychedelic head-trip or gurgling aliens.

If Kevin had been struggling he probably could've separated Upgrade by force by now. He wasn't fighting though; he was staying as still as possible. The only movement he did make was clawing at the pavement like it would save his life, or Ben's.

Upgrade didn't stay stuck in psychedelic zone. But whatever had merged with Kevin was strange. Mentally he sorted through components as clearly as if he could see them. Parts of the probe hardware could be switched off; some parts had to be broken. The most difficult part was tiny, mechanical fluid that flowed through his bloodstream. It manipulated the tissue, repaired the components as Upgrade broke them. It seemed useless until Ben found a tiny chip, it was attached to Kevin's spine and transmitting signals. Breaking that, every other component went dead.

"Did it work?" Kevin asked nervously as Upgrade pulled away.

"Yeah, it worked," Upgrade replied.

Kevin sat up, watching the components fall off his once again pale skin, before he sighed with relief and flopped back onto the pavement. Upgrade flopped onto the pavement next to him just before the watch timed out.

"I'm guessing we have a long walk back to the hospital," Kevin moaned.

Ben groaned, "Can't it wait until the watch recharges, I'll go XLR8."

"Yeah, good idea," Kevin replied.

"Kevin?"

"Yeah?"

"Do you have any quarters?"

:::::

The sun was setting as Max Tennyson was leaving the hospital with his granddaughter at his side and crutches under his arms. Gwen was fidgeting, Ben hadn't called back after their last conversation. If she was wrong about Kevin then Ben would be in a lot of danger, it was a lot of weight to place on her intuition. "We need to get to Ben quickly," Grandpa Max stressed; as there was a nearby flash of red light.

"Right here Grandpa!" Ben waved, standing casually next to the rust bucket.

"Ben!" Gwen brightened, and then the door to the RV was opened by the black haired youth, "Kevin! You're alright!"

"Yeah, good as new," Kevin looked at the pavement, "sorry, about everything…"

"Glad to see you're back to normal," Grandpa Max said uncertainly, raising an eyebrow. "How did that happen exactly?"

"I went Upgrade and shut off all the alien hardware," Ben puffed his chest out.

"Kevin?" there was unusual intensity in the old man's eyes, but Kevin had seen those kinds of looks before.

"The whole thing is kind of fuzzy for me," Kevin squinted, "some kind of headache, and a face, with tentacles."

Max's frown got deeper, "At any rate, maybe you should lay off your powers for a bit, see if there are any side effects."

"Grandpa, he's fine, it was the machine making him do all that stuff," Ben protested.

"No, he's right it might have been able to control me through my powers," somehow Kevin doubted it, and somehow managed to bury a bubbling rage, "and you know much more about that than I do."

Max nodded slowly then hobbled into the vehicle.

"Am I missing something?" Ben asked in confusion.

"Nope, nothing at all," Gwen looked at the wall as she stepped in too.

"Don't worry about it," Kevin turned away from his puzzled friend.

Ben sat up front, giving his grandfather all the juicy details. "Fuzzy?" Gwen looked to Kevin in a whisper that wouldn't be heard up front.

"I wish," Kevin curled up into his moping ball.

"That Vilgax guy you mentioned, I think Grandpa Max knows who he is."

"Vilgax certainly knows who Max Tennyson is. How'd your grandfather take it?"

"He said… that we should kill you," Gwen squirmed uncomfortably, glancing up to the front of the vehicle where Ben laughed oblivious.

Kevin shrunk, but didn't reply. What could he reply, when he believed Max Tennyson had the right idea…

A/N: Chapter end, and a quick update. Because a couple anonymous reviewers asked about it, and I can't just reply to anonymous reviews: I do intend to cover every episode in order, with the exception of episodes that would no longer happen in this universe, like the episode **Framed **or the AU episodes, like **Gwen 10**. I did pull **A Small Problem** forward for three reasons;

1. I didn't feel there was enough establishing the characters with just **Kevin 11** and **The Alliance** for the direction I wanted to go with this chapter. This chapter will have a huge impact, and I needed at least a baseline of trust in the group, particularly between Gwen and Kevin. I don't know if you've really thought of it, but the way I see it, if the chapter hadn't been pulled forward, Gwen would have told Ben to kill Kevin. Even though Ben still would've saved Kevin in the end, that isn't a burden that I want between their characters.

2. It doesn't do a whole lot where it was before, if I had kept A Small Problem where it had been then the chapter would have been a lot more similar to the original episode and not really have any impact on the characters, which for me was a no-no.

3. I figured some good logic for why it came up earlier, which would have been hard to do with other episodes. Grandpa Max seems the time to drive in meandering circles, so I figure it works just fine.

But from here on out it will be every episode in it's rightful order. So for the rest of the season: Last Laugh, Lucky Girl, Side Effects, Secrets.


	4. Last Laugh

A/N: Hot damn, this chapter took me a long time to write. I am slow as molases when writing action scenes. I hoped to improve that with this series, being able to use pre-existing action scenes as reference, but it fought me for so long. On another tangent there seems to be some confusion why I did the episodes out of order. I wanted to write some of the friendly co-operative group dynamic before turning Kevin into a probe, because as you'll see in this next chapter, that probing continues to screw with the group dynamic.

Last Laugh

"Knocking over that yacht was a piece of cake," the crook said with a laugh as his partner climbed down the ladder to their escape boat. Then the bubbling water beside the boat caught his attention, glowing green eyes cut the murky water just before a clawed hand shot out from the deep and pulled the man under. His partner turned with a pause, looking at the foreboding depths, where the man's red hat still floated. The face of Ripjaws emerged. Panic struck, the criminal scrambled up the ladder, and back on the dock. His eyes widened with fear as Ripjaws followed. Thinking of slowing the fishy pursuer he pushed over a hot dog stand, cracking the fuel line for the cooker. Ripjaws was quickly surrounded by a ring of flames.

"Gotta love an old fashioned fish-fry," the crook said cockily, Ripjaws appeared to be trapped, and struggling for air.

"Can't breathe," Ripjaws gasped dryly, "water… water…" He punched through the dock filling his lungs with liquid before jumping back up and throwing the criminal into a fair booth.

Within moments the police had arrived, "I don't care what anybody says, you circus freaks are okay by me," a fair-haired police man congratulated Ripjaws.

"Circus freak? I'm not a circus freak, I'm a super hero," Ripjaws posed dramatically before jumping back into the ocean.

"Look like a freak to me," the cop said naively.

:::::

"You should have come with me Kevin, busting those thieves was totally awesome," Ben threw some punches at the air while recounting the event.

"Yeah, well," Kevin glanced up to the front of the RV towards Max, "you probably did just as well without me." It wasn't that Kevin didn't want to. Ben was his biggest reason for using his powers at all. But after he'd been temporarily possessed by that alien probe, Max Tennyson had been keeping him a short leash.

"Hey, there's a circus in town," Gwen quickly changed the subject, reading a sign as they drove past. "Zombozo's Circus of Laughs, sounds fun, right?"

"I haven't been to a circus since I was a boy, what do you guys think?" Grandpa Max said.

"I love the circus," Gwen said happily, relieved to have the most important opinion in agreement.

"That's because she belongs in one," Ben whispered at Kevin, who chuckled.

"What do you think Ben, should we check out the circus?" Grandpa Max asked.

"Nah, circus is kid's stuff," Ben replied.

"We are kids Ben," Gwen responded.

"Kevin, you agree with me right?" Ben asked the pale kid at his side.

"I dunno I've never been to one," Kevin shrugged.

"Okay, now we totally have to go," Gwen said, "even if it is kid's stuff, we can't let Kevin miss out on his first ever trip to the circus."

"Okay, alright," Ben snapped, "you guys wanna go see some stupid circus, fine!" The rest of the vehicle paused for a confused moment at the outburst.

:::::

"Wow, it looks like the entire town's turned out for the show," Grandpa Max observed the crowd.

"It's probably sold out, we're probably just wasting our time," Ben said, half smiling, until he got a look at a large clown cut-out. Kevin glanced at his friend, until a particular voice caught his attention.

"Step right up and see…" he was announcing like an auctioneer, but Kevin's stomach was tightening into a knot, "the fingerless _freak_ of nature, whose strength knows no bounds… Thumbskull!" Kevin shrank as the one word rang in his head, while the Tennyson's looked on curiously. Thumbskull was a mammoth of a man, and instead of having nails on his fingers he had a large one on his forehead. With a grunt he bent a metal pipe over his head, and then threw it into the sky.

A vine of red snatched the pipe right out of the air, and the announcer continued, "And presenting Frightwig! When this beautiful _freak_ lets down her hair, there's no telling what could happen." She had five red tentacles of hair each tipped with a weighted ball. Bending the pipe into a coil she laid it on an anvil in front of the third tent.

"And last, but not least, the _freak_ whose unique skill is as vile as his attitude," Kevin squirmed uncomfortably, "Acid Breath!" This one came out wearing a muzzle, had only a few strands of inky hair protruding from a pasty scalp. Lifting his muzzle out of the way, he reduced the pipe, and the anvil it sat on to a gooey mess.

"Gross," Gwen proclaimed.

"Can you believe these guys?" Ben grumbled, "Any one of my aliens is twice as cool as all three of these _freaks_ put together!"

Kevin winced, "Yeah, I think I've gotten enough circus exposure to last me a lifetime, let's bail."

"Now you're talking," Ben smiled happily.

"Hey!" Gwen snapped, "You're going the wrong way, the big top show is this way."

"This is lame," Ben crossed his arms stubbornly.

"Look, Ben, I don't care how lame you think this is," Ben opened his mouth but Gwen cut him off, "I don't care how lame Kevin thinks it is either. Look at Grandpa," Gwen glanced away, watching the old man beam away, "he's like a kid again, and after… breaking his leg… he needs to unwind." Kevin's head sunk in shame. "Think for a second Ben, Grandpa has barely let Kevin out of his sight the past couple days. If you want someone to help you fight then you better not mess tonight up, got it?"

"Yeah, sure, I got it," Ben grumbled.

"She makes it sound like you mess up on purpose," Kevin noted.

"I know. Wait, did you just agree that I've been messing up."

"Dude, your track record doesn't exactly sing praises, burning down a forest, releasing a tiny multiplying electric fiend."

"Yeah, like you've got a clean bill of heroics," Ben jumped on Kevin's back, giving the dark haired youth a noogie. Kevin laughed and wrestled the younger boy off, but the fun was over all too soon as they entered the big top. When they were settling into the seats, Ben's words just gave Kevin a lot more to brood over. Being possessed by an alien probe was only his latest screw up, he'd gotten Ben kidnapped a few days earlier, and Gwen kidnapped shortly before that. If it hadn't been for Max Tennyson making him give up on using electricity… he might even have hurt them deliberately.

"Ladies and gentlemen, children of all ages," a spotlight lit the announcer standing center ring, "the circus of laughter is proud to present the sultan of smiles, the crown prince of chuckles, the grim tickler himself, star of our circus, Zombozo the clown."

Kevin lifted his head as the pink car pulled into the ring and the darkly clad clown stepped out of it, and… the audience roared with laughter. Kevin quirked an eyebrow; how was that funny? It was just a clown stepping out of a slightly smaller than average car. The pink car revved its engines, and the clown pulled out a strip of red cloth, playing at being a matador. As the car drove through it burst into confetti, and the audience roared again, Kevin just crossed his arms and leaned back.

"You're totally right Ben, this place is lame," Kevin frowned, Ben seemed to be the only one not laughing like a hyena.

"If you love clowns then this is the place to be, you're gonna die laughing, that's a Zombozo guarantee," the clown said darkly.

Ben shuddered, and stood up, "I gotta go… get some popcorn," he managed a half-smile as he left in a hurry.

"Is Ben alright?" Grandpa Max asked.

Gwen shrugged.

"He was trying to get away from this stupid magic act," Kevin waved his arms down at center ring.

"I was never very good at math, but I believe I have your undivided attention. Now how about some volunteers," the audience roared to life again and Max and Gwen's attention was drawn away. "Ah, so full of life, for now."

"Oh, come on! 'Volunteers' isn't a punch line!" Kevin groaned.

"Since you're all so enthusiastic, you can all volunteer," Zombozo continued.

"Why did he even ask for volunteers if he wasn't actually going to need any!"

"I'd like to introduce you all to my little toy, it's a barrel of laughs, literally," with a puff smoke the large canister rolled into the room. The laughter of the room got louder, and coloured lights danced around room with circus inspired shapes.

"How is this supposed to be funny?" Kevin demanded of the fiery haired girl in the next seat. She just laughed, her bright green eyes looked tired. "Gwen?" Kevin put a hand to her shoulder and then withdrew it, it didn't feel like Gwen. A thought which in itself was weird enough; he could feel energy that normally radiated off the girl… and right now it was somehow dissipating. "Gwen?" he grabbed her by the shoulders, and gently shook her, "Snap out of it." Nothing, she just kept on mindlessly laughing away.

"I'm not suggesting that you laugh so hard it makes you cry," the clown spouted, "you should laugh so hard that it makes you die."

The clown, Kevin whirled towards the stage. Somehow, that clown was causing this. He didn't know what he could do. But he had to do something…

:::::

Ben left the tent panting, "There is nothing funny about clowns." Suddenly he heard glass shattering and redirected his attention. Ducking around a parked car he spotted Thumbskull, Frightwig and Acid Breath, breaking into a jewellery store, "Whoa, the freaks are felons." Ben crawled around the vehicle for a better view.

Thumbskull was moving the jewellery in wadded handfuls. Acid Breath took out the shell of a car to strip it for parts. Frightwig was pulling an ATM out of a brick wall. "It's payday!" she laughed, throwing the chunk of brick and machine around like a toy as bills scattered everywhere.

"Time to play fetch!" Ben glared at the dirty pack of thieves and twisted the Omnitrix for Wildmutt. With a flash of green light and a growl he leapt to the roof of the vehicle he'd been hiding behind, revealing himself.

Thumbskull backed away from the gnashing teeth with a plasma screen in each arm. "Good doggy, down boy," he said rather impotently. With a few snarls that couldn't pass for the catchy comeback they were supposed to be, Wildmutt leapt into action. Knocking Thumbskull to the ground, the television broke against the pavement. He used Acid Breath as a kick-stop, to rocket in the opposite direction as Firghtwig's wild hair wrapped around him. She felt to the pavement and was dragged nearly three meters before losing her grip.

Wildmutt jumped on top of the stupid pink clown car. Tearing it open like it was a tin can was nearly as satisfying as watching their loot pop out everywhere. "Hey that's our stuff," Thumbskull yelled.

"No mutt's gonna steal my loot," Acid Breath practically hissed, "Get him!" With a deep breath he reduced the getaway car to molten goop. Wildmutt had jumped away just in time, landing in the middle of the three of them. He pushed Acid Breath and Thumbskull over before focussing on Frightwig.

"Don't just stand there like a sore thumb, get the boss!" Acid Breath snarled at his large companion.

:::::

"I love the sound of laughter. It feeds my soul."

"Booooo!"

Zombozo twitched, any entertainer was fine-tuned for that one disapproving noise. A wire extended from his machine, and he lifted from the ground and whirled towards the sound. Kevin nearly fell backwards as the clown was suddenly in his face. "You! Why aren't you laughing?"

Kevin recovered from his shock and glared at the clown, stepping slightly between the clown and the Tennysons, "I dunno, maybe because this is the lamest show I've ever seen?"

"Ooo, what are you going to do pipsqueak, glare me to death?"

Kevin looked down at the ground. More accurately he looked down at the metal grandstand. Zombozo roared with his own brand of maniacal laughter, assuming that Kevin had admitted defeat. Crouching down, Kevin absorbed both his fists full of the metal girders. Then he started leaping the seats towards the middle of the room; towards that psycho "barrel of laughs".

"Whoa there," Thumbskull wrapped his arms around Kevin's torso, lifting him from the ground and effectively ending his little attempted rampage.

"Thumbskull, what are you doing here?" Zombozo raged, "You're supposed to be out with the others."

"Uh… we ran into a bit of trouble… what do you want me to do with this one?"

"Well now I know why he's immune to my machine. You're just a little _freak_."

"I am not a freak," Kevin struggled uselessly against Thumbskull.

"Uh, boss, the… bit of trouble."

"What?"

"Well uh, there's this rabid dog-thing."

"Wildmutt," Kevin said softly, but not softly enough.

"So that's your doing too is it, little _freak_? Bring him." Zombozo unplugged from his machine. "…interrupt me while I'm eating… I oughtta… Ringmaster!" The announcer walked over, and tipped his hat. "Pack up here, and make sure to bring along the nice family this little _freak_ came in with."

Kevin's eyes widened in panic, and he struggled fruitlessly as Thumbskull carted him away.

:::::

WIldmutt pounded Acid Breath and Frightwig into the cement. Then in an explosion of confetti Zombozo appeared. Whirling around Wildmutt took up a defensive position, backing and growling.

"I hear you're full of tricks little doggy. Let's see if you know how to play dead." Zombozo knocked Wildmutt across the pavement and into a power line tower. With a whimper, Wildmutt ducked behind the metal beam, whimpering. "This isn't a mad dog, it's a scaredy cat," Zombozo glared at his exceedingly incompetent minions.

"No!" Kevin struggled against Thumbskull, though it was even more futile now as he'd lost his metal graspers a while back.

"Quit wiggling," Thumbskull grunted.

"Bring the curtain down on this little sideshow!" Zombozo ordered.

"Wildmutt! Come on, show these guys what you're made of," Kevin yelled. Wildmutt's whimper cut off sharply, and he started growling again. Kevin bit down on Thumbskull's hand, finally getting enough of a reaction to slip away from the brawny freak.

"What are you waiting for, get them!" Zombozo ordered.

Frightwig's tentacle type hair grabbed Kevin's ankle. The youth toppled to the ground. Absorbing a fistful of the weights on her hair and he was able to pull her over in response.

Acid Breath sucked in the oxygen he needed for his talents when a clown-sized hand clamped down on his jaws. "I want the kid alive, not melted," Zombozo hissed darkly at him, and Acid Breath swallowed back his bile. Thumbskull raced forward, only to get tackled to the ground by Wildmutt again. "Fer cryin' out loud," Zombozo rolled his eyes, "Acid Breath, melt that damn mutt already."

"Show's over Fido," Acid Breath smiled, closing in.

That's when the Omnitrix beeped. Wildmutt panicked. Grabbing Kevin's shirt between his teeth he took off down the nearest alley.

The circus freaks were practically on their heels, but as they whirled around the corner they only spotted a piece of paper wafting in the breeze. "Dog gone," Thumbskull groaned, before cracking a smile at his own stupid pun.

"Bah, they'll be back," Zombozo growled, "let's go, move it!"

Kevin and Ben were crammed into a recessed doorway, squished together like sardines in a can and holding their breath. Both sighed with relief when Thumbskull's thundering steps had faded into the distance.

Kevin slumped against the pavement, "That was too close."

Ben flopped next to him, smiling, "Hey, it's good to have you back on the butt-kicking team."

Kevin cracked a smile too, "Yeah?"

"Yeah, I mean who would've guessed?"

"Killer clown?"

"Oh come on, the clown was obviously evil, I was thinking more of the circus freaks." Kevin flinched, Ben paused for a minute. "I guess you don't like it when people use that word, huh?"

"Don't like it? I hate it," Kevin leaned his head against the metal door. "We're really hooped for this fight, huh, I flinch at one stupid word, and you're shaking in your alien boots."

"Shaking in my boots? I'm not-" Ben looked at Kevin. The dark adolescent's brown eyes were quirked incredulously, "Alright, I'm totally afraid of clowns." Both young heroes sighed again, but certainly not with relief. "So I guess we've gotta get help from Grandpa and Gwen then."

"Oh shi-" Kevin gagged, scrambling to his feet. "We've got to get back to the circus, right now?"

"What? Why?" Ben hurried after his dark-haired friend.

Kevin didn't reply as they ran back. Gwen and Max were in trouble because of him. If they could get there fast enough, maybe they could rescue them without him ever having to admit it. Approaching the circus tents Kevin noted the movement of circus workers, and pulled Ben behind a stack of crates.

"What are you-" Ben stopped at Kevin's motion for silence, before pointing him to the workers. "They're packing up?" he asked in a confused whisper, "Why would they be doing that?"

"They know that we're still out there somewhere, they're getting out of town in case we came back."

"I didn't realize the circus had so many workers."

"I don't think they're workers," Kevin whispered, they were all still laughing. "The clown had some sort of machine, I think they're... hypnotized or something, all those guys are part of the audience."

"Whoa..." Ben's hazel eyes widened. "They're all still laughing, that's frea- creepy," he caught himself at the last minute.

"Let's find the others and get out of here," Kevin squirmed uncomfortably. Whatever happened he couldn't let Ben know. Max didn't trust him, Gwen didn't trust him, if he lost Ben's trust too... He couldn't admit that _everything was his fault_… again. Getting the electricity out of his system was supposed to make him better, but he was still pulling the same crap, causing problems. The only difference was now he got to feel like scum when he did it.

"Do you think Grandpa and Gwen are shuffling boxes too?" Ben asked.

That's when Kevin spotted the flip of red hair disappearing between tents. "We should split up, that way we'll cover more ground." Kevin didn't look back, he only had two choices, letting Ben go it alone… or letting Ben in on what he already knew, that keeping him around was only asking for trouble.

"Meet back up at the rust bucket in fifteen minutes," Ben said before he slipped behind a stack of crates.

"Yeah, sure," Kevin headed between the tents, where the flip of red hair had disappeared.

:::::

"I hate quick pack ups," Zombozo growled, climbing into the truck next to Thumbskull.

"Umm… the ringmaster was acting weird."

"Weird how?" Zombozo raised a brow.

"Tirade through the audience, only loaded two people."

Zombozo glanced into the back, Gwen and Max Tennyson laughing flatly, "We'll figure it out later, let's get moving."

"Right," Thumbskull flinched, and started the trunk.

:::::

Ben swerved between tents, and mindlessly laughing audience members. He even waved his hand in front of the one guy's face, he received a momentarily puzzled glance before the man got back to laughing and working. Then he spotted Acid Breath. Ben dove behind a stack of crates before peering back out. Acid Breath was talking, rather heatedly, with the ringmaster. Unfortunately, heated was not the same as loud. "Perfect job for Ghostfreak," Ben might have to rename that one now, he twisted fruitlessly at the red face. "Come on, _work_," he frowned at the device. No point in beating a dead horse, Ben peered out at Acid Breath and the ringmaster. The laughing audience members were walking right past. They also didn't know that _he_ was Wildmutt.

Ben grinned, then with a dead-eyed stare started laughing. He took a crate from the stack he'd been using to hide and followed the nearest "worker".

"We can't wait here all night for you to find some _kid_," Acid Breath groaned.

"Nine years old, brown hair," the ringmaster said casually, "boss says to load 'em up."

"I _know_ that's what the boss said, but you're taking too long! Can't just grab some random kid," at that Acid Breath caught Ben by the shirt and dragged him over, "you want us to line them up one by one so you can get a good look at them?"

"Nope, that's the one I'm looking for," the ringmaster said in the same friendly tones he used to announce the sideshows.

"_Great_… pack him up and get back to what you're supposed to be doing," Acid Breath threw Ben towards the ringmaster and huffed away.

It took a moment to dawn on Ben that he'd forgotten to keep laughing. Acid Breath hadn't noticed, but the ringmaster didn't seem to care, just pushing him along towards the truck that was currently getting loaded. Then it dawned on Ben, "Hey! I'm not nine, I'm ten!"

:::::

Kevin swerved between tents, and mindlessly laughing audience members, tailing Frightwig. She came with a lovely set of metal weights to absorb. After a few minutes of tailing her he saw his opportunity.

All she felt was a soft tug on her hair, then a right hook. Dazed and disoriented, she lashed out as Kevin circled around and even slipped under her legs. Her pupils shrank in fear as she teetered and hit the ground, having tied herself in her own hair.

"You little brat," Frightwig snapped ferociously.

"The clown said he wanted to bring along some friends of mine, where are they?" Kevin lifted the woman to a sitting position and raised his fist.

Frightwig laughed, "Is that what this was about, they're long gone, Zombozo left with the first load the moment we got back."

"Where is he taking them?"

"Jacksonville," Frightwig said, "but take my advice, kid, don't follow him… not unless you plan on joining up…" Frightwig took a long speculative look at the boy in front of her. "You've been down that road before..." now Kevin flinched, and Frightwig smiled, "It's not bad y'know, great payday, almost no risk. In a week they won't even remember we were here. Zombozo's insane, but us freaks… it's almost like a real family."

By now the slight trembling was in Kevin's hand. He had to keep reminding himself that he had a mother who cared. Maybe she couldn't protect him from the names they'd call him… but she cared. The Tennyson's… Max probably hated him by now. Gwen was definitely suspicious, and bossy, but she didn't rat him out. Ben was his friend… but… not the kind of friend who'd try to keep contact… it was a friendship of convenience that wouldn't outlast the summer.

"Don't worry too much about it," Frightwig said softly, her hair wriggled, and Kevin leapt back, but then she rolled one of her hair weights free from her hair towards him. The free strands incorporated themselves onto the remaining four. "I'll see you in Jacksonville."

Kevin was terrified, but once Frightwig had disappeared he grabbed the loose weight off the cement before he raced away.

:::::

Something was seriously wrong in the ringmaster's head, somehow he went from treating Ben like a piece of luggage to sounding like he was talking to a five year old. "Hey short-stack, sorry you missed the show, but maybe we'll come back next summer," yet still manhandling the brown haired boy.

"Dude, what is wrong with you?"

"Ha ha, no one said circus folk had to be normal."

"Let go of me!"

Now the ringmaster stopped, twitched, and then kept going. That's when a soft beep alerted Ben that the watch was done charging. There was a flash of green light.

One large brawny red arm reached around the ringmaster and pulled him off. "You seriously need some therapy or something," Fourarms lifted the ring master from the ground before bringing his other fist solidly into the guy's face, sending him crashing into a wall.

That should've been the end of it. That was enough to knock a guy unconscious, but the circus announcer lurched back to his feet. Fourarms blinked in confusion, letting out a small "Huh?"

"Where'd that kid go?" the ringmaster asked.

"What?"

"Brown hair, nine years old."

Fourarms growled in rage before swinging his fist again, "I'm ten!"

This time the ringmaster collided with the side of the trunk accompanied by a metallic crunch. "Ah geez, I didn't mean to hit him_ that_ hard." The ringmaster lurched to his feet again, and Fourarms' eyes widened at the spark that shot out from the peeled back portion of his face and the freshly exposed mechanics underneath.

"Whoa," Fourarms blinked, before smiling and cracking his knuckles. Now his punching bag was conveniently guilt-free.

:::::

Kevin leaned up against the rust bucket, still shaking. As much as he didn't want to admit it, Frightwig's offer was tempting. This summer, it was nice, but it had a deadline. Max Tennyson certainly wasn't doing much teaching after the thing with alien probe. Besides, all the trouble he'd brought them, they might be better off. He'd find a way to stay in contact with his mother. The weight from Frightwig's hair felt disturbingly comfortable in his hands. It was light but strong, the odd metal easily slipped over his fists like a second skin. It was easy… like electricity.

"Kevin," Fourarms grunt voice made the boy jump and drop the weight, until he saw who it was climbing over the side of the RV.

"Could you maybe _not _scare me like that?"

"You're never going to believe it, the ringmaster's a robot!"

"Seriously?" Kevin quirked an eyebrow.

"Yeah," the watched timed out, "For some reason he singled me out."

"Really, a muscular twelve foot guy stuck out of the crowd?"

"No, he picked me out as myself. Actually, until I was punching him, he was pretty much ignoring me as Fourarms. He tried to pack me or something, and I was thinking the same thing might've happened to Grandpa and Gwen."

Kevin leaned to the ground and picked up the hair weight, tossing it up into the air like it was a baseball. "If that's what happened then it's probably good that I asked where they were heading."

"Awesome!" Ben looked down at his watch, "We just have to wait for me to recharge… again."

"Well I had an idea about that," Kevin swung open the RV door.

"How?" Ben followed and then spotted Kevin scooting under the driver's seat. It looked exactly like a scene in an action movie. "You know how to hotwire a car?" Ben's eyes were bright as Kevin was upside down under the dashboard of the rust bucket.

"Well… sort of…" Kevin squirmed slightly from the pang of guilt. He'd stolen lots of cars with the old gang, he didn't actually hotwire them, he just had to move a little electricity. Right now he was too nervous to touch the wires. The old Kevin wouldn't have to think twice about Frightwig's offer. He could hotwire manually, at least he'd been taught how to. Whatever he chose, he had to get the rust bucket started in order to get to Jacksonville. He traced a familiar looking wire, and he could feel the pulse of the current through it. Even without absorbing any electricity he could tell it was there, just like when he touched Gwen.

The engine roared to life and Ben pumped his fist to celebrate what he perceived as a victory. Kevin crawled out from underneath but avoided eye contact, adjusting the driver's seat and pulling into gear. "This is so cool," Ben pulled on his seatbelt.

:::::

Zombozo's circus was setting up just beyond some trees as the rust bucket rolled to a stop. The main tent rose from the nearly empty lot ominously. "I can do this," Ben assured himself like a mantra, "just a guy with a red rubber nose and big shoes, nothing my aliens can't handle."

"And a giant evil laughter vacuum."

Ben shuddered, "Sure, you just _had_ to bring that up?"

"Also, his rubber nose is blue, not red."

"Alright, can we just go beat up on the guy already?"

Kevin smirked, "Let's go trash that clown."

This time Ben led the way through the thicket of bushes that encircled the big top. "This is so cool," Ben couldn't help himself, "we should become super spies."

"That's a great plan," Kevin said sarcastically, "because your alien super heroes are great the stealth department."

"Not all of them but Ghostfreak," Kevin flinched, "sorry. Not using the f-word."

"Yeah, that would be nice."

"That means I'm gonna have to rename my alien form… Ghost…" Kevin's hand clamped over Ben's mouth. The Levin boy pointed out the hulking bruiser that was Thumbskull lumbering past, leaving the big top. As the goliath disappeared Kevin loosed Ben, "I wonder what _he_ was doing under the big top."

Probably setting a trap, Kevin figured, it was stupid and reckless, "Let's check it out." However, walking into a trap wasn't necessarily a bad idea. The clown might reveal himself, and Zombozo had no idea what Ben could do. So far, walking into the traps had been the only thing that had paid off for them.

Kevin and Ben entered the big top, and the hall of mirrors that had been set up there. "I don't think this was here before," Ben said nervously, stopping when Kevin bumped a glass wall of what had seemed like an empty corridor.

"Hey kid," Zombozo's voice reached him from every direction, sounding mad, "the invite was not plus one."

"Where is my family?" Ben demanded.

"_Your_ family? Well, well, well," Zombozo said. Kevin saw Zombozo's face in the mirror, coming out of every mirror, "What does that make _you_ sunshine?" Ben leaned against his back so he was seeing it too. Kevin was feeling dizzy, colours and shapes swirled before his eyes like some psychedelic acid trip.

"Aw, little baby is shaking in his boots," Kevin noticed the tremor in the boy behind him, "Why didn't you bring your dumb mutt instead of this clown?"

"Have anything that's good with illusions," Kevin whispered in Ben's ear.

"My ghost alien, maybe."

"Out of sight," Kevin said, then pronounced loudly, "Get out of here Ben, this clown is mine."

"Great idea, disappear kid," Zombozo confirmed, and Ben raced away.

"Alright, Zombozo, what do you want?" Kevin moved slowly through the mirror maze that was becoming more and more like a bad nightmare, arms seemed to leap off the walls towards him.

"Only what any clown worth his floppy shoes wants, to make people laugh; and then drain of their positive energy like a sponge at a pool party. Is that so wrong?"

"Yeah, pretty sure it is," Kevin said, but with a dark knot in his stomach, secretly wondering if he could do something like that too.

"Well, what's your story, morning glory? Something weird happen, turn you into a freak," Kevin flinched, "or were you just born that way?"

"I'm not a freak," Kevin shook, heading through a twisting corridor that felt like he was going up and down at the same time.

Then a spring board, a burst of flame, a trapeze that Kevin missed, but something was holding him.

"I've got you Kevin," a rasping whisper met his ear.

"Ben?" he asked softly.

"Yes," they dropped down to a web, the trapeze net, but with Ghostfreak's powers they passed right through.

"How did you do that?" Zombozo demanded of Kevin as Ghostfreak landed him gently in centre ring. The clown stalked across the room, and Kevin could feel Ben shudder behind him, although the ghost remained invisible.

"Where's the machine that you use to suck the energy out of your audience?" Kevin asked.

"Ooo, wrong question," Zombozo replied, the Psyclown was lit with a spotlight, the wire from it attached to Zombozo, and the clown let out a wicked grin.

Kevin felt Ben pull back. He reached for the metal girders that held up the trapeze, filling his fists, "Bring it!"

The wire coil wrapped around Kevin squeezing him like an anaconda. "Now, why would I hurt you? I'm always looking for extra hands to join my freak show."

Kevin could feel the energy that moved through the wire. Nothing like electricity, though Kevin felt sick at the thought of using it. The gems rippled with the energy, like souls travelling through them. It was Gwen's energy… her laughter; it was wrong, just wrong.

"You wanna see a freak?" Ben's rasping alien voice filled the room.

"What?" Zombozo whirled around as Ghostfreak came into view, floating next to the machine, holding a metal pipe. Ghostfreak had a surprising amount of upper body strength for being non-corporeal, smashing the largest gem of the machine. The whole thing burst in a small explosion. The gems shattered, including the ones that Zombozo wore. The energy left the chord, and it loosed Kevin.

"Spotlight's out, clown," Kevin said, and punched Zombozo with his steel fist before letting the energy drain out.

"I hate clowns," Ghostfreak said.

"Yeah," Kevin confirmed.

"Kevin, behind you," Ghostfreak rasped, as Thumbskull picked the boy up.

"I- I don't know what you are," Thumbskull said nervously, "but come anywhere near me, and I'll break the kid in two."

"Not gonna happen," Ghostfreak pulled back his curtainous skin and let his insides quiver in full sight of the circus freak.

Thumbskull promptly dropped Kevin and bolted. The watch timed out and Ben turned back to normal.

"Hey Ben," Kevin said, shaking slightly himself.

"Yeah?"

"Don't change the ghost's name; that was totally freaky," Kevin acknowledged with a smile. His powers were nowhere near as freaky as that was, the people who called him names had no idea what they were talking about.

Ben smiled.

:::::

Gwen put on the clown mask, and snuck up behind Ben's chair. "Boo!" she said making the boy flinch.

"Gwen!" Ben snapped.

"Spider," Kevin said, making Gwen flinch.

"Hey, it's not fair if you two team up on me," Gwen snipped.

A/N: Made up word of the day: curtainous. That's the episode. I hope you liked it. Review if you can, because it means a lot to get them. Lucky Girl is the next episode, so stay tuned, lol.


	5. Lucky Girl

A/N: This chapter came together so quick, I was pleasantly surprised. I think it's just easier for me to write with the Gwen focus.

Lucky Girl

Ben looked through the dark-lit museum through the eye holes of a wooden mask.

"Please tell me this place is more interesting that way," Kevin said with a soft whine.

"Not even slightly," Ben sighed, until Grandpa Max's big hand touched his shoulder, and the grown man led the two boys back to the tour group.

Their tour guide was an old woman who spoke in extremely monotonous nasally tones. "Behind this impenetrable glass is the recently discovered and the only known existing copy of the Archamada book of spells."

"It contains ancient witchcraft and rituals from the late sixteen hundreds," Gwen said in unison with the guide.

"Maybe _you_ should work here, _dear_," the tour guide said with a distinct tone of malice.

"Wow. Could you _be_ more of a goody-two-shoes?" Kevin rolled his eyes, making Gwen glare at him.

"Don't let mummy face get to ya, she's probably older then that spell book," Ben made a face and subsequently made his two companions laugh until there was a rumble.

Suddenly the floor was falling away, or they were falling away from the floor, the whole group of them hitting the ceiling.

"Something tells me this isn't on the tour," Grandpa Max grumbled.

A red mist seeped into the room, then solidified, the man in black and red robes stood right in front of the display they had just been surrounding. "The Archamada book of spells. All of its power shall soon be mine." His deep resounding voice filled the room, and echoed with the words, "_Plaga diruo_!" There was a slight glow and the 'impenetrable' glass shattered.

"Now might be a good time to go hero." The robed man whirled at the sound of Ben's voice, and with a glow from a twisted staff, the tour group plummeted towards the ground. Ben slapped down the face of the watch. Zipping around the room, XLR8 caught the tour group on a tapestry. "Everyone out!" XLR8 instructed the group of rather panicked museum patrons.

"Ah man," Kevin threw his arms up, "I've got nothing to work with but wood and drywall!"

"Ben, be careful, we don't know what tricks he's got up his sleeves," Grandpa Max called to the young hero, before he turned towards the exit with Gwen and Kevin. "Gwen, Kevin, you two get out of here, I'll stay and help Ben."

"I just need something good to absorb," Kevin protested, until Gwen grabbed his arm and practically dragged him from the room.

"Let Ben and Grandpa handle this one, okay," Kevin knew from the tone that it was meant as a command.

"Just because you're some brainiac doesn't mean you can tell me what to do," Kevin snipped back, heading back into the museum room.

"Ventis mordax nada," the magician yelled, setting fire to the tapestry.

Kevin snuck around the room, lifting the best thing he could think of, a large chunk of the shatterproof glass. It crept up his fingers, but stopped there. Kevin tried pulling, but somehow the shard felt emptied. He needed more or bigger pieces. Clenching his fist, Kevin noticed the glass fingers spiking ever so slightly… That could work. He shifted all the glass into one hand and let it prickle like a cactus.

"Kevin," Grandpa Max yelled, but the dark pre-teen punched the magician anyway.

The dark robed man turned, glaring angrily at Kevin, until XLR8 punched at him furiously, and danced around him in a tornado of whirlwind punches. A stone charm jarred loose and dropped to the floor.

"I uh… called the police," Gwen said apologetically, re-entering the room and standing next to her grandfather. XLR8 picked up the charm.

"Kevin, I think we need to talk," Max crossed his arms and looked at the pale youth.

:::::

"Who's your hero?" XLR8 waved to a crowd of photographers as Gwen sighed in frustration, before glancing around the corner at Grandpa Max and Kevin.

"You deliberately disobeyed me, Kevin."

"I was trying to help… I did help," Kevin stewed, crossing his arms and avoiding the older man's gaze.

"I told you to go with Gwen. How do you expect me to trust you when you won't listen to anything I say?"

"Hey, trust is a two-way street," Kevin snapped, "maybe if you let me actually _do_ something you'd see that you can trust me."

"If you would do what I told you then I would trust you," Max growled back. Kevin's grip on himself tightened, becoming more of a self-hug then a show of anger. "Get in the RV," Max Tennyson said darkly, and Kevin obeyed.

Gwen let out a sigh, it wasn't going well. "I love my job," Ben said smugly, coming up behind her. At least it wasn't going well for most of them. As she and Ben climbed into the rust bucket she took note of the dark haired adolescent curled up in the corner yet again.

"Was that an awesome fight, or what?" Ben asked loudly, dropping the new charm into his shoebox of goodies.

Gwen growled, "Could you be more of a jerk!"

"What are you talking about?"

"Stop shoving your victories in our faces, you didn't exactly stop that creep, or anyone, on your own! Don't you get enough of an ego boost from parading yourself in front reporters like that?"

"Like what?" Ben sneered.

"Who's your hero?" Gwen raised her arms mockingly. "Mind sharing some of that credit," Gwen waved her arm towards Kevin's sulking.

Ben's hazel eyes widened slightly, and he shuffled through the souvenir box quickly. "Hey Kevin, do you want that weirdo's rock?"

"No," Kevin grunted.

Ben shrugged, about to drop it back into the box. "Can I have it?" Gwen jumped in.

"Fine, whatever," Ben tossed the charm across the table, now thinking about Kevin. "What's got him so down anyway?" Ben asked Gwen softly.

"Grandpa yelled at him," Gwen replied.

"Why did he do that?" Ben asked, a little too loud.

Gwen looked at both ends of the RV before making Ben lean in close. "I know you're kind of thick…"

"Hey."

"…its been going on for days now, Kevin and Grandpa Max being on edge around each other. Sorry about freaking out on you, the hero thing is pushing my buttons, not theirs, but I want you to be careful about not making anything worse, okay?"

"Okay," Ben conceded.

"And thanks, for the charm," Gwen smiled attaching the magician's stone to a piece of string and hanging it around her neck.

"Hey, if I knew a trinket would get you off my back I would've done it ages ago," Ben smirked.

Gwen punched him, playfully.

:::::

The rear end of an ambulance exploded, the dark magician, Hex, making a surprisingly casual escape.

:::::

The last crawfish, two sets of eyes stared at it hungrily, but there were higher priorities at the table that night. "Do you want the last crawfish Kevin?" Ben offered.

"I'm fine," he replied, though his voice indicated he was still sulking.

"Then it's all mine."

"Hold on," Gwen interjected, "I've been counting, you've had eleven crawfish to my nine."

"Time to make it an even dozen."

"I don't think so," Gwen smacked his fork from his hand, it flew across the room, stabbing a waitress in the toe, who flung a glass into a chandelier that spun, and flung the glass into a kitchen, which pelted a chef, who bumped a tray of raw crawfish out to their table, which promptly dumped its contents over Ben. "Okay, now I'm full," Gwen finished the crawfish.

Even Kevin had seen enough of the process to make his jaw fall slack.

Ben squirmed as one went up his nose, eliciting laughter from around the table.

Gwen's gaze fell, and her eyebrows shot up, noticing the golden glow from the charm. Her eyes shot across the table to Kevin, who also noted the change with one brow raised.

:::::

Hex churned through the museum, the dark mage was quickly losing patience, before turning on a floating security guard. "The Archamada book of spells," although his demand was not harsh he had laced his voice with enough magic to compel an answer.

"They locked it in the vault," the guard replied and numbly pointed, before being left to puzzle on why he answered.

Hex pushed away the boxes with his magic, but the door itself required a little more than the sheer force of will. "Fiat a vidi mors narata," the door bent at the words and flew across the room. The spell book, the Grimoire of Archamada floated towards him, "Yes, soon my power will know no limits." Yet though the light of the book consumed him it did not fill him with power, it only took a moment to notice the problem, "My charm is missing… of course, the battle with that speed creature."

He stalked away angrily.

:::::

The street fair was an impressive sight the Tennysons flitted about, with one gloomy shadow following in their wake. Ben was teased, and Gwen laid eyes on a hotdog vendor, the perfect treat to turn Ben's frown upside down. Then there was a soft cry, "Help, they stole my purse."

Ben instinctively reached for his watch, Kevin crouched to the pavement. "Common theft, let _me_ handle this one," Grandpa Max instructed, and both boys let out a sigh. "That's far enough," Grandpa Max stepped in front of the trio of punks. They looked like older replicas of Kevin's old gang, and his muscles tightened in frustration.

"Yeah? Whose gonna make us? You, pops?" the skinny front-runner asked mockingly.

Ben growled, watching carefully for if things got out of hand.

"Hey, that's a nice necklace you got there, little girl," the guy's line of vision was drawn to Gwen's charm. Strange as how it didn't seem like much to look at.

"Stay back, I got this," Ben pushed Gwen backwards, she bumped into a street performer, whose unicycle flipped out, pegging one of the punks, while juggling pins hit a second one. Max quickly grabbed the distracted teenager. Gwen stepped on a condiment, and blinded a hot dog vendor, who pushed his cart into the third, punk, which bumped into a building and dropped a potted plant on the head of the first punk who'd been just ready to stand after the unicycle.

Kevin stared at the scene, then at Gwen's glowing necklace.

"This little girl is a hero, officer," the old lady cooed over Gwen.

"Who, me?" she was flabbergasted, but easily swayed.

Meanwhile, Kevin was letting curiosity get the best of him, he nudged the one punk as the cops took him away, noting the unique feel of his personal energy. The dark magician had a similar feel, when Kevin had punched him, and there was a passing resemblance to Gwen's energy. Magic… Kevin pondered the possibility quietly, and watched Gwen bask in the small bit of praise.

Later that night Kevin couldn't get to sleep. By now he had completely convinced himself that the redhead sleeping just above him was a magic user. With that… Ben didn't really need him around at all… He glanced up at the man snoring away in the front, Max Tennyson was doing anything but teach him about his powers, and he knew more about his father from his mother dodging any questions about the man. With a small groan of frustration he sat up, and reached for his bag, grabbing a fat metal weight from the main pocket.

Kevin tossed the metal ball around casually, light and easy, it gave him the sense that it was dangerously close to electricity. Then a soft sigh escaped his lips. He needed to think, he needed some air where he wouldn't be surrounded by so much… noise.

The rust bucket door squeaked closed, and Gwen's necklace charm lit up, rousing her from her sleep.

Kevin looked up at the few stars that a city sky afforded him. "What are you doing up so late?" Gwen muttered, stepping out of the RV.

"Oh, well, I," Kevin stumbled over the words, shuffling his backpack.

"You were thinking of running away," Gwen pointed an accusing finger at him.

"Well, yeah, sorta… thinking about it."

"Well forget it," Gwen grabbed the backpack, "you are not going back to being a street rat, end of discussion."

"Hey," Kevin pulled back, "you don't get to make that decision for me, it's my life, I'll screw it up if I want to."

"Not like this," Gwen snapped back.

"Why not?" Kevin snapped back.

"Look, it's not like I haven't noticed that you and Grandpa Max have issues, but running away like this won't solve it. It will only hurt Ben." Kevin's eyes widened at that prospect, "Despite what garbage people have done to you, I know Ben, Ben doesn't abandon his friends, and let me tell you, that ship has sailed. If you want out, you need to smarter about it…" Gwen shuffled awkwardly, "Just tell my Grandpa that you won't to go home, he'll drop you off, and you can make up your own mind from there."

"Why do you have to be such a smarty pants?" Kevin said in exasperation, "It's kind of annoying."

"It's who I am," Gwen puffed almost proudly. "In the meantime… do you have any idea how this works?" Gwen held up the charm looking at the dark haired boy hopefully.

"I… have a couple of theories," Kevin said, "let me see it."

Gwen dropped the necklace in his palm, and Kevin let his powers do the work. He couldn't absorb it, and he couldn't activate it. "I'm guessing it's like an energy converter," he said, and it only responded to the right energy, the kind that Gwen had. Maybe he _could_ activate it if he was channeling the right energy, but… there was no way he was going to do that.

"So, anyone could use it then."

"No," Kevin said simply, "it won't work for me, it wouldn't work for Ben, I don't think it would work for your Grandpa, just you."

"So, then… I'm… magic?"

"It that's what it is, then that's what you are," Kevin said and watched the girl light up like a kid at Christmas.

"You gotta help me test this thing," Gwen bounced giddily, disappearing into the rust bucket for a few minutes, and returning in her normal clothes with a basketball.

:::::

With a yawn, Ben stepped out of the rust bucket to watch a basketball performing the most bizarre feats. "Nothing but the bottom of the net, again," Gwen beamed.

"Okay, we are definitely not playing horse," Ben said, "how did you do that?"

"Every time it glows, everything just goes my way," Gwen glowed as she touched the charm.

"It's true," Kevin groaned, "I've had to watch for the last two hours."

Gwen stuck out her tongue at Kevin's complaints.

"Nothing like a good night's sleep," Grandpa Max said, stepping out of the RV, "who wants breakfast."

Suddenly there was a rattling and a cable snapped at a nearby construction site.

"Time to watch a real hero at work," Ben twisted the watch.

Gwen's charm glowed until Kevin's hand snapped around her arm. "Don't let your grandpa know about your powers," Kevin hissed a warning, before Grandpa Max brought an arm to his shoulder, silently forbidding Kevin from the action.

Ben slapped down the watch, gaining a slimy, stinky exoskeleton, and rapidly flapping clear wings. Kevin rustled his hair as the Stinkfly flew off, towards the shaky tower and the construction worker that were hanging there.

Gwen was itching to help, but she knew why Kevin has stopped her. Grandpa Max had been telling both boys when where and how to use their powers, if at all.

"Over here, somebody," there was a cry from a nearby construction vehicle, the engine was smoking, and a man was trapped inside.

"Your turn Kevin," Grandpa Max nudged to boy. Kevin blinked in shock, then brightened and ran for the vehicle. He coated himself in the carbon steel of the truck, and wrenched open the door.

Gwen couldn't take it anymore, she glanced at one of the construction vehicles, she could bluff and say it was just luck, or even that she had looked it up on the internet once. She took off and slipped into the wrecking ball equipped crane. Closing her eyes, she let the magical charm do the button picking.

Stinkfly fluttered up to the dangling men, lifting them from the precarious dangling platform, but it left him panting in danger of dropping one or both.

The wrecking ball dropped off the crane, hitting the truck that Kevin had just evacuated, sending an I-beam flying and hitting the controls for the construction elevator, which lifted, directly under the construction worker's feet.

Stinkfly let out a sigh of relief, and Gwen careful maneuvered the crane, charm still glowing to lower the elevator gently to the ground. Unfortunately, the metal wrecking ball didn't quite finish moving, it rolled over to a cement truck, toppling it over top of Kevin.

Reporters hustled over to interview the green bug, and Gwen slipped out of the crane with a sigh, only to be face with a dripping Kevin. "Mind explaining this?" he asked.

"I didn't do anything," Gwen raised her nose.

"Yeah right, when you were mad at Ben he got a crawfish in his nose, so what are you mad at me about?" Kevin flopped his arms.

"Maybe the fact that you're flicking wet cement at me," Gwen backed away, careful not to let the splash touch her clothes.

"Gwen," Grandpa Max raced over, panting slightly, "where'd you learn how to drive a crane."

"Internet," Gwen said quickly, clasping her hands behind her back and turning away.

Grandpa Max raised an eyebrow, he could tell when his granddaughter was lying to him, but he didn't press her. Not while there was a moody adolescent to deal with, "You did good Kevin, now, let's get you hosed down."

"Thanks," Kevin grunted.

"Who's your hero?" Ben waved, and Gwen rolled her eyes.

"Young lady, you operated the crane, didn't you?" one reporter came up to her.

"Uh, yeah," Gwen flushed as she was dragged into the spotlight as well.

:::::

Hex watched the news broadcasts with interest. The little redhead was wearing _his_ charm, and was accompanied by another strange creature. What a curious little witch, she had been at the museum too; undoubtedly both monsters were her familiars…

:::::

Gwen typed away at her computer silently, learning all she could about the charm around her neck. Kevin sat across from her, while Ben sat up front chatting loudly with Grandpa Max. "So?" Kevin quirked an eyebrow, he knew she was researching.

"This charm is one in five, from a set called the Charms of Bezel. This charm is luck, the other four are reincarnation, levitation, fire and lightning. The charms work in unison with the Archamada book of spells."

"Hence why Creepy was trying to steal it."

"He needs all five charms for the spells to work right."

"Which means, he'll be coming after it," Kevin clenched a fist. "Dammit, Max was right, I shouldn't have interfered in that fight."

"Don't start with that _again_," Gwen wanted to groan, "it's not your fault, besides, there's _three _superheroes in this RV, I doubt there's a safer place for a magical charm."

"Since when do you get superhero status?" Kevin questioned when Ben shot up next to them.

"Hey what're we talking about?" Ben asked hopefully.

"Jewellery," Gwen replied.

"That's stupid why would," Ben's sight landed on the charm, "Oh I get it… so Gwen, when will I get to try that necklace on?"

"What?" Gwen snapped her fingers over it. "Never… you can't… tell him," Gwen urged the dark haired youth across from her.

"It's true, I checked it out, pretty sure it only works for Gwen," Kevin said, glancing up to the driver's seat.

"You didn't tell Grandpa about it did you?" Gwen questioned her cousin nervously.

"No… what you mean you didn't?" Ben sat next to Kevin.

"No, not yet, it's just, I don't want Grandpa to make me give it up, the world needs my luck powers."

"Your powers, I think you mean that charm's powers, and the world was getting by just fine before you got a hold of it."

"Well, I could say the same about you and that watch," Gwen hissed back.

"Kevin?" both turned on the dark youth.

"Hey, leave me out of it," Kevin turned to look out the window, although, he did wonder if his eyes were that livid when he was juiced up on electricity.

"And in the news of the weird," the radio perked every ear at the table, "reports are coming in that the city's famed haunted history mansion has come alive, trapping dozens of visitors inside."

"Grandpa," Ben was the one who turned to the front seat.

"On it," he confirmed.

:::::

The trio of youths stepped inside the old building, as people ran and a balcony twisted on the wall. "Stay calm," Gwen yelled; there wasn't much else she could without arousing suspicion.

Ben slapped down the watch, red skinned biceps bulging, "I'm coming for ya!" He leapt forward, steadying the main pillar under the balcony.

Kevin absorbed two fistfuls from a stone pillar, though what he was going to do with them he wasn't sure yet. "Search the building," Max Tennyson instructed, "something has to be causing this."

"Alright," Kevin nodded.

Gwen stepped back from the panicking visitors, which Ben seemed to have well in hand, and followed after Kevin, where her luck might do some good.

Hex chuckled softly from his spot overlooking the chaos, "Foolish girl."

"Hey Kevin," Gwen called heading for the boy, "I came to," something grabbed her arm and stopped her in her tracks. Then it pulled her other arm, and pulled her off the ground.

"Gwen!" Kevin called, just as the dark magician floated into the room.

"So your name is Gwen," his magic laden voice sent a chill up Gwen's spine. "May I suggest you give me back my charm, little witch."

"Witch?" Gwen's eyes widened, then hardened, "Not a chance. I'll never give it back."

The charm glowed, and as the spell caster tossed the red head away in a howl of rage, she grabbed onto a couch and slipped behind it.

"Hey, skull face," Kevin yelled, catching the magician's attention before giving him a hardy smack on the nose. For a moment the magician was reeling, and Kevin used that opportunity to jump behind the couch with Gwen.

For a moment they hid in silence, before Gwen led the way, charm aglow, to creep around the room safely. They bolted down a hallway while Hex's back was turned, but Gwen came to a stop in a multi-passaged room. "Why'd you stop?" Kevin asked.

"I don't know which way to go," Gwen said.

"It wasn't a problem in the hall," Gwen touched a bust of Shakespeare, the stone head falling open and uncovering a button. "Whoa…nice," Kevin complimented as the back of the fireplace opened and the pair ventured down into winding catacombs.

:::::

Fourarms helped the last of the haunted house's visitors to solid ground before the press swarmed him. "Please, please, it was nothing… any strong and handsome alien hero would have done the same."

Grandpa Max helped an old lady out before he got a solid look around, Kevin hadn't returned, and Gwen was nowhere to be seen either.

He nudged his hulking grandson, catching the boy's attention, and discreetly signalling him to follow.

"Heh, heh, sorry folks, but I still have work to do," Fourarms excused himself from the spotlight.

:::::

"Where are we going?" Kevin asked.

"How am I supposed to know, I can't see in the dark," Gwen snipped back, "do you want to lead the way."

"You're the one with good luck, I'm bad luck, remember."

"You're not bad luck," Gwen snipped back, her charm glowed momentarily.

A loose rock hit Kevin in the head, "Alright, I'm sorry, you didn't have to hit me."

"I didn't hit you," Gwen's charm flashed and Kevin tripped. "Okay… maybe I did… sort of… sorry."

"It's alright, you don't know how to control it like that crazy warlock does."

Gwen bit her lip shamefully, she really didn't know how to control it.

Hex smiled, he could hear the young children's voices on the other side of the stones, "Eterna morbilis."

Gwen leaned against the wall, her charm glowing again as she pushed a stone right through. Half the catacomb collapsed, and Gwen and Kevin backed up into someone's grave in fear of the falling rocks.

"Sh-shit," Kevin swore nervously, and glanced over at Gwen, who was… on the opposite side of a corpse. Gwen let out a shriek as they pulled away from the skeleton, and Gwen latched on to the older boy's arm. Which she could suddenly see… because of the shield of light that had protected the dark magician from the falling rocks.

"Let's go," this time Kevin led the way, he could hear the rocks continuing to fall all around them, but kept a tight hold on Gwen's arm as light blossomed behind them.

Gwen tripped, bringing Kevin down with her as a beam of energy ripped past them, opening the catacombs to the night air. Gwen and Kevin leapt through the dusty rubble and into a cemetery. They ducked behind a mausoleum, breathing hard.

Kevin was shaking, he was scared, and he wasn't holding the rock in very well. He tried to get a fresh fist from the side of the mausoleum, but the stone slipped off his fingers all too easily.

"Kevin," Gwen gasped, as a nearby bramble came to life.

Kevin stomped the plant, and pulled Gwen across the cemetery. "I can't hold in anything," Kevin said, desperately trying to pull the rock from a cross shaped tombstone.

"Lucky charm, don't fail me now," Gwen grabbed a stone, and chucked it into the fog, hearing a distinct gasp of pain. "Keep working on it," Gwen told Kevin before she slipped into the fog herself.

"Gwen, wait," Kevin gasped fruitlessly, before turning his effort to the stone under his palms.

Gwen crept carefully through the fog, he could hear the magician muttering under his breath, "Where is it, where is it?"

Luck charm glowing, Gwen's foot nudged something disk shaped. "The charm of fire," her eyes lit up. She pointed it in the general direction of the warlock's voice before she willed the charm to work.

Unfortunately, it did.

The blast sent Gwen flying several feet, knocking the fire charm out of her hand, and the luck charm from her neck. "No, no," she panted, "I need those." Frantic, Gwen crawled along the pavement, looking for the lost charms when a staff came down on her back.

"You didn't think that through very well, did you?" Hex asked. "Such a haphazard attempt at magic, it's obvious that you're powerless without my charms."

Gwen growled into the stone walkway.

"Let her go," Kevin jumped on the magician's back and clamped him in a headlock, not with fists of stone, but with two full arms of wood. Gwen quickly pulled the remaining charms away from him. Without his charms, and without a voice to cast his spells it was only a matter of time before the young boy's stranglehold made Hex slip in unconsciousness. Gwen found the remaining two charms, and looked at the full set nervously.

"We should… get out of here… before he wakes up," Kevin panted with exhaustion.

"What do I do?" Gwen's bright green eyes looked at him shakily, before returning to the charms. "I want to use them, but they're so powerful, but… I don't know _how_ to use them, or even if I should… I don't want the power to go to my head."

Kevin gulped, his thoughts trailed back to the smooth easy weight in his bag, "Do you think they're dangerous?"

"No… not in the right hands…"

"You're hands seem pretty right to me," Kevin shrugged.

"Thanks, Kevin, but they're not," Gwen sighed, and put the set onto a nearby grave. "Smash them."

"Just like that?" Kevin asked, but switched the wood up his arms for stone fists.

"Yeah," Gwen said, with a small hint of sadness behind her determination.

Hex rolled his eyes with a groan. As Kevin's fists came down, Hex was just conscious enough to see it happen, and to understand the loss as the blue wisps of magical energy escaped into the clouds.

"No!" he gasped. "You… fools! You will pay for your insolence!" Magical energy cracked in golden arcs around the magic user, as he got a hold of his magical staff.

"Whoa there tiger!" Fourarms grabbed Hex in a wrestlers lock, before throwing him into a mausoleum that Grandpa Max held open.

The older man closed the heavy stone doors and secured it with a wooden plank. Magic users tended to lack in physical strength. "Gwen are you alright," Max attended to his granddaughter.

"I'm fine Grandpa," Gwen said.

"Why happened, why did that guy come after you?" Max demanded.

"The stone that Ben gave me was one of his magical charms, Kevin smashed them though."

Kevin scratched the back of his head awkwardly, when Gwen said it, it sounded like a compliment.

"Kevin… thank you," Max Tennyson wrapped the small boy in a bear hug, "if you hadn't been here, protecting Gwen… thank you."

"Oh, uh… no problem," Kevin shuffled awkwardly until the old man let him go.

The watch timed out, and Ben sighed, "Guess I'll have to skip the interview."

"You don't need their validation," Gwen said, "you're the one who decides that you're a hero, not some news reporters, and not some crazy watch."

"Not some magical charms either, right?" Ben asked.

"Right," Gwen replied, she let Ben and Grandpa Max walk ahead when she drifted back to Kevin. "Not any kind of powers either."

"You're annoying," Kevin said, but he was smiling when he said it.

"I know," Gwen smirked. Then her enthusiasm dropped a litte, "I had a hero costume picked out and everything, but the charms of Bezel, it's too much too fast… "

"You're still planning on learning magic," Kevin noted, cheekily.

"In baby steps," Gwen smiled.

"You should, you're stronger than that magician is," Kevin said softly.

"What?" Gwen looked at him.

"He had the books and the spells, but power… he's holding a candle next to a forest fire."

Gwen brightened and leapt around Kevin's neck with her own brand of hug. Kevin only had time to balance himself before Gwen released him and dashed ahead to join in with Ben's storytelling, leaving Kevin reeling. Gwen had hugged him… honest to goodness hugged him… he blushed slightly watching the Tennysons nearly disappear into the fog, before he had regained enough sense to chase after them.

A/N: Alright... now I'm a little worried. The characters got away from me... again. Frightwig did it too last chapter. I didn't know Frightwig was going to go a soft-spot on Kevin's abandonment issues, she just did it, and I couldn't bring myself to delete the results. So we'll see what happens next time, in **Side Effects**. In the meantime, please leave a review, good, bad, whatever.


	6. Side Effects

A/N: Why, why do I write so slow? Well… unfortunately my habit of having characters write themselves jumped in again. Namely: Gwen jumped the gun with the physical contact last chapter so Kevin now realises a growing crush on her about ten episodes earlier than I was originally going for. I did plan for there to be a connection between Gwen and Kevin. I've been writing them little moments all the way along. However it wasn't supposed to be a focal point until late season two or early season three in the episodes, but no, now he's a silly love-struck puppy-eyed pre-pubescent, and he refuses to go back.

I hope all you Gwevin fans are satisfied, they're both too damn stubborn for me. I don't want to think about what this will do to the rest of the series. One episode at a time Katra, breathe, relax, it's all going to be okay, it's all going to be okay…

Side Effects

The wrecking ball cracked into the side of the building, bringing a wall crumbling down. Construction crew waved at one another in panic, spotting the torn brown jacket of the man perched by the building's open wound. "Get out of our home," he said in a scaly hiss.

"Yeah-heh, I hate to break it to you pal, but this building is condemned by order of council woman Liang," the crane operator smirked.

"Yeah, so move it, or lose it, this place is coming down, like it or not," the foreman said.

With a hiss of rage, the sky filled with insects, they crawled and fought, their combined strength lifted the crane driver from the ground completely. The worker's screams just made the bug man hiss in delight.

:::::

"They'll never catch me," the perpetrator said smoothly, driving away in a slick red hot rod.

"Sit down already," Max Tennyson ordered the dark-haired boy who looked out the front window frantically.

With a defeated huff, Kevin slouched back, until a blue streak caught his eye, "There he goes!"

"Which alien did he pick?" Gwen leaned forward, putting herself nearly cheek to cheek with Kevin. He flinched and stumbled back slightly, sitting down again with a red face. "Ha, it's XLR8, who called it, I did," Gwen scampered back, without acknowledging the dark teen.

"Coming through," XLR8 zipped past other vehicles in pursuit. The lights changed just as the perp's car passed through, XLR8 had to jump through a pair of open windows through the intersection. Once they were away from traffic, XLR8 zipped forward, passing the red getaway car, before throwing himself at it. The impact stole the air from his lungs, but XLR8 managed to catch a grip on the car, and flip into the passenger seat. "Whoa, this is a pretty sweet ride," XLR8 mentioned before knocking the criminal out. After that they spun out of control and crashed into a parked car.

XLR8 stumbled out of the vehicle, "That was not as much fun as it sounded in my head." Then he spotted an ice cream truck, and with the sirens coming up behind him… "Now _that _is what I'm talking about."

Kevin stepped out of the vehicle with a big smile and congratulations on his tongue. He slumped, unable to spot the hero in question, "Where's Ben?" he asked in disappointment.

"Long chase, hot summer day," Gwen pointed at the ice cream truck.

Grandpa Max opened the truck, ready to give Ben a talking to, except that the boy was shaking like a leaf from the cold. "You okay?" Ben sneezed. "I'll uh… take that as a no."

"Yeah… not as much fun as it sounded in my head."

:::::

The thermometer beeped, and Max Tennyson removed it from his grandson's mouth. "Sorry Ben, it's official, you have a summer cold." Max Tennyson sighed. "China town is just down the block, I know the perfect cure for the sniffles if I can find a good herbalist. You kids stay here, I shouldn't be more than a few minutes."

"Herbalist?" Ben gasped, but Grandpa Max stepped out of the RV anyway.

"Maybe from now on you'll think twice about having snack time inside an ice cream truck," Gwen smirked from across the Rustbucket.

Ben sneezed, and grabbed the nearest soft material.

"Hey that's my new blouse!" Gwen flipped.

"Maybe now you'll think twice about just leaving your new clothes lying around."

"Don't try to turn it around," Kevin gently slapped the back of Ben's head from a picnic chair next to the bunk. "Even I know that _that,"_ Kevin pointed at the soiled shirt, "is disgusting."

"Hey, whose side are you on?" Ben groaned.

"The side that's not spewing snot on other people's clothes," Kevin said.

Ben stuck out his tongue; Kevin cringed as some of the hazy mucus hit it. Ben coughed, and gagged, and sputtered, "Ugh, dude."

"Cold tablets, decongestant, cough suppressant, hospital mask…" Gwen muttered to herself.

"Hey, what are you doing?" Kevin asked, leaning back to peek at Gwen.

Ben glanced over at the table of bottles, "I don't need all that junk."

"They're not for you, dweeb, they're for me, once a bug like that gets out there's no stopping it."

"He got sick by sitting for too long in the cold," Kevin said, "why are you the one taking medicine?"

"Sitting in the cold can only compromise the immune system, which is why Ben's the first to show symptoms. We're probably already infected! If we start taking medicine now, then, hopefully, we won't end up like Ben." Gwen popped back a spoonful of syrup and a handful of vitamins. "Take something before you get sick, Kevin," Gwen put the bottle of vitamin C in his hands.

Kevin felt his face getting warmer, "I won't get sick," he shot back, looking away, "and you're not the boss of me!"

"Fine, if you want to be a jerk about it," Gwen snatched back her medicine and packed in away before she huffed across the RV.

"Ugh, stupid," Kevin quietly berated, flumping back into the chair.

"Don't worry about it, Gwen thinks she's the boss of everyone."

"Shut up," Kevin said, and pulled his legs up.

Ben frowned, Kevin was not allowed to mope, not until he was sick himself. "I bet you'll be next person to get sick," Ben said, making sure to stick up his nose, even if it was dripping mucus.

"What? No way dude," Kevin uncurled himself to counter.

"Hey, I got sick, and I'm tougher than you."

"Nu-uhn, _I'm_ tougher than _you_ are."

"Says the guy who was unconscious for twelve hours."

"Hey, that was just electricity, it has nothing to do with how wimpy or tough I am. Besides you're not even comparing me to yourself, you're already sick, you're comparing me to Gwen."

Ben looked at the red head across the camper, then back at Kevin, "Five bucks."

"A dragon!" Gwen's sudden exclamation caught them both off guard as she scrambled out of the vehicle.

Ben and Kevin looked at each other, before Ben whipped off his blanket and they bolted to follow her. Gwen was headed down an alley towards a crowd. Ben twisted the watch, and Kevin grabbed a couple fistfuls of brick, then they saw the dragon, a bundle of red and gold cloth.

"She couldn't have taken three seconds to say it was a puppet," Ben grumped, deactivating the watch while Kevin let the coating of brick slip from his hands.

Ben and Kevin pushed their way through the crowd to catch up with Gwen, just as the music stopped, and the Chinese dragon slumped on the ground.

"Y'know, if you weren't sick we probably would've seen it sooner," Gwen crossed her arms to grumble at her cousin.

"Or we'd be thirty miles down the highway and you wouldn't have seen it at all," Ben stuck out his tongue getting yet another taste of his own snot before a fit of gagging.

Feedback from a microphone filled the street caught the trio's attention. "Ladies and gentlemen, I want to thank all of you for your support of my downtown redevelopment program," a woman on a podium spoke, as a wasp landed on her microphone, "it's truly a dream come true."

Then there were more wasps, and more wasps, the crowd started to panic.

"What's going on?" Ben asked, hopping up and down, tugging on Gwen to get more leverage.

"Maybe I could _see_ if you stopped distracting me," Gwen complained.

Then, as the crowd thinned, running for their lives, it became obvious.

"Bugs!" Ben yelled.

Gwen screamed and ran for cover.

Kevin crouched onto the pavement, for some high density flyswatters.

Ben twisted his watch, and then slammed down the face. Black inky veins swallowed the watch, swallowed his body, and hardened into an exoskeleton protrusions of soft green flesh became his arms and eyes. Then came his wings, tearing through his shirt just before it hardened into his carapace.

Stinkfly immediately took to the air, before he realized something didn't feel right. He was dizzy, and headachy, when he tilted his held it felt there were marbles made of pain rolling around inside his skull. Then the world started to fade, everything was going dark. "I'm, I'm blind!" Stinkfly yelled before slamming against a wall.

"That's… that's not normal is it?" Kevin looked at the alien, and then back at Gwen.

The protrusions that were Stinkfly's eyes were swollen to size of grapefruit.

"No, no it's not."

Kevin recoiled slightly, watching Stinkfly flail around helplessly. Then it happened, Stinkfly opened his mouth wide, "Ah- ah- ACHOOOO!"

Goop flew everywhere. Sticky stinky alien mucus coated every surface and every insect nearby was stuck to walls or pavement, or otherwise fleeing.

"Whoa," Stinkfly blinked a couple times, his vision recovering. "Even if the method was disgusting, can't argue with the results."

"I can," Gwen waved, trying to shake off her own coating of mucus, "these results are horrible."

"And I think the bad guy got away," Kevin pointed up at the disappearing cloud carrying a screaming council-woman.

A bell chimed as a nearby drugstore opened, Grandpa Max leaving the store. "It's so hard to find fresh p'taikadon root these days," then his foot hit the Stinkfly sludge. Momentarily he slipped, before stinking fast to the gloop. "What? What's going on here?!" he demanded; only to have all three of his charges start talking at once.

:::::

"Council woman Liang," Gwen read from her computer screen as she typed. "Her political platform has been all about rejuvenating the city, botanical gardens, public parks, and there's only one building left for demolition."

"So why is that important, we're trying to find a kidnapper, not a botanical garden," Ben complained.

"We're looking for a bug guy right?" Gwen glanced back at her skeptical cousin, "Five exterminators died in that very building."

"Nice to know he's serious then," Kevin noted grimly.

"Here you go Ben," Grandpa Max came over to his grandson with a thick grey liquid.

Ben looked at the jar incredulously before taking a whiff, "E-yuck!"

"Don't worry, it smells worse than it tastes," Grandpa Max paused, "or is that the other way around."

"Better take it Ben," Gwen chimed in, "if your aliens are sick too then it's going to be pretty difficult to fight."

"Hey, that was one alien!" Ben snipped back, "And you don't know that Stinkfly was sick, it could have been something that the bad guy was doing, some side effect of whatever he was using to control those bugs."

Ben's companions looked at him incredulously, and with a grimace he choked back a swig of Grandpa Max's remedy. "Ugh…" he shuddered, "that was so grim."

"Don't worry, after ten or so doses, you start to get used to it," Grandpa Max dismissed himself to the front seat with Gwen on her computer to navigate.

"I don't which is worse, the cold or the cure," Ben whined to the sympathetic ear of Kevin.

"It can't be that bad," Kevin stuck his hand and pulled the jar away, he took a sniff and gagged.

"I dare you to drink some," Ben said.

"Bet I can drink more of this stuff than you can," Kevin grinned back.

"You're on," Ben smiled, watching Kevin guzzle at the jar.

:::::

"Nice place to visit, but I wouldn't want to live here," Gwen noted as they pulled up to the decrepit old building.

"I've stayed in worse," Kevin said lightly as they exited the RV, taking his fistfuls from the pavement.

"Kevin, no using your powers unless you have to," Grandpa Max said gruffly.

"Um, no," Kevin replied.

"Kevin, I said-"

"There's no way to tell if there's anything decent in there to absorb, and Ben is sick, which makes _my powers_ Plan A if we find the bad guy," Kevin protested.

"Keep them hidden, I don't want you scaring any innocent people," Grandpa Max ordered, and with a scowl Kevin shoved his cement covered hands into his pockets.

The whole building squeaked, and it looked like it was about to fall apart any moment. "Stay together," Max said lightly. Naturally Gwen was right behind him. Kevin, sulking, had fallen to the back, which put him in position to nudge Ben when he became absent minded.

There was a wall covered in articles about various insects. Someone had done their homework.

"Help!"

"That scream came from right above us," Grandpa Max said, looking towards the ceiling.

"Should I go alien?" Ben twisted the watch.

"I vote stairs," Kevin said quickly.

"Found 'em," Gwen called, and the rest followed her to the next floor. "Eep," Gwen squeaked and jumped behind her grandfather.

"Stop," Liang whispered, "black widows."

"Any idea how to get rid of spiders without pissing them off?" Kevin asked, looking to their resident brainiac.

"If I knew that do you think I'd be scared of them?"

"Guess I'll have to do this the slow way," Kevin said, before approaching slowly.

"Kevin, what are you doing?"

"I'm the only one who doesn't have to worry about getting bit," he waggled his cemented fingers in front of the old man. He carefully laid his fingers over the council woman's bare skin, lifting the bugs away once they had crawled onto him.

"You are trespassing," the hissing voice of the bug man interrupted them.

"My turn," Ben slapped down his watch before anyone could stop him. Dark veins covered his skin, then lit up, trails of electrical energy fleshed over a blob of living machine. "Upgrade!" Ben proclaimed happily. "And guess what, I don't feel sick at all! Guess you can't get sick when you're a m-m-m-m-m-m," Upgrade spasmed out of control when a flurry of beetles knocked him to the ground. "-m-m-machine… What just happened?"

"Oh great, now it's a computer virus," Gwen spat angrily, "you'd better not go anywhere near my laptop."

"We will rule mankind," the bug boy hissed.

Kevin flicked the rest of the spiders from the council woman's jacket before helping her up.

"Grandpa, lookout!" Gwen cried as the next wave hit Grandpa Max, then small white insects swarmed at her feet. "Termites!" she got barreled over by Kevin just before the floor gave way.

"You get the council woman out of here while we fight," he instructed, and Gwen nodded before they both scrambled to their feet.

"You wanna be king?" Upgrade lurched to his feet, "Well get ready to be crowned," he raced forward about two steps before he started glitching out again as a swarm of ants passed over him.

"Hey, Mr. Homeowner," Kevin yelled, before putting his fist through the wall.

"Hey!"

"Whoops, was that me?" Kevin asked as he tackled a pillar, making a portion of the roof collapse. Out of the corner of his eye he watch Max Tennyson taking care of Upgrade, so long as he could buy them some more time.

"You're destroying our home!"

"If you've got a problem with that then find somewhere else to live!" he broke a window.

"Our grandfather built this building! We grew up here!" the bug guy snapped.

"_We_, as is you and your bugs? Gross." Kevin jumped through a wall, though it looked mostly broken already, "I'm having fun! May be I'll manage to take the whole place down, what d'ya think?"

"Insolent braaaat!" his eyes glowed green, his swarm gathering around him. Kevin smashed his fists against the old floors making them give way and taking him back to the first level where Max was carrying Ben out.

Wood, brick, and glass came tumbling down as the remaining Tennyson team left the building in a panic.

"Please tell me he's down for the count," Gwen looked at them worried.

"I hope so," Grandpa Max looked back.

Then the rubble moved, the blue skinned, now homeless, villain climbed from the wreck. His fingers threaded through the corpses of his insect family, "No, no, no!" Kevin winced, "You'll be sorry! We'll exterminate the entire city!" A fresh swarm moved in obscuring the clouds and carrying away their enemy in a tornado of bugs.

"This has been a really weird day," Liang hung her head.

"Welcome to our world," Gwen said assuringly. Ben groaned from his place swung over his grandfather's shoulder.

"Thank you, young man, for saving my life," she shook Kevin's hand.

"Uh… no problem…" he looked away awkwardly.

"Can you find your way home?" Grandpa Max asked. She nodded and drifted away.

"Where do you think bug brain left to?"

"Only one way to exterminate a whole city," Grandpa Max looked towards the horizon, and a nuclear power station.

:::::

"Well, you can't complain about having nothing to absorb this time," Max said, rapping a finger against a metal beam as they walked through the power station.

Kevin didn't answer. He could feel the power, the raw current running through the building around him. Crossing his arms he squeezed his elbows until his grip was tight enough to ignore the ocean of electrical energy he was all but swimming in.

Suddenly an alarm went off, red lights flashing above their heads.

"What's happening? Is that bad?" Ben asked.

"No, I'm sure every time an alarm goes off inside a nuclear power plant it's good news," Gwen shot back sarcastically.

"Core temperature rising, approaching critical," a mechanic voice shot out over the loudspeaker.

"He must be fooling around with the reactor's controls, let's go," Grandpa Max surged forward, leading the charge to a smoking command centre.

"Core temperature critical, meltdown imminent," the mechanical voice spewed again.

"I do not like the look of that," Kevin looked across a sparking control panel.

"We'll have to shut it down manually," Grandpa Max urged.

"How do we do that?" Ben asked.

"Just outside the reactor core there's an emergency override system."

"Where do you learn all this?" Gwen asked, before jumping away from a cockroach.

"Came for a front-row seat?" the bug-guy asked in his inhuman hiss.

"You guys get out of here, I'm the one he wants," Kevin said looking intensely at Grandpa Max, he was playing the distraction, again. "I'm the one who smashed up your hangout and killed your little friends, aren't I?"

"It wasn't a hangout! It was my HOME!" the bugs swarmed over Kevin while Max turned his grandkids towards the emergency override. And… he just let them go, his fury focussed on the former delinquent who was using the steel plate of the power station's floors to squash his bugs.

"It was _just_ a building!" Kevin yelled back.

"It was my grandfather's building!"

"So what… was it your grandfather's plan to blow up the city if his building fell down?" Kevin kept fighting, "Take a hint dude, it's over. If you keep trying to hold on to the people you lose you don't have room for anyone else!"

"I don't need people!" his eyes flashed with rage, but his mouth was trembling.

"Yeah… that's exactly what I said too," Kevin paused as the bugs seemed to grow more confused than vicious. "I got a chance to start over… so now it's your turn… even if your plan works you're going to have to find a new place to live anyway."

"Shut up!"

"I know some people… maybe not the best people, but they'll understand you in a way a swarm of bug can't…"

"Those people?" he pointed accusingly in the direction the Tennyson's had run.

"No… Frightwig, Thumbskull and Acid Breath. They worked as circus freaks for Zombozo's circus of laughs…" Kevin turned back. "If you make it out of here alive, you might consider looking them up," Kevin said before he walked slowly away, leaving the bad guy just standing there in confusion.

"How's it going?" Kevin joined the huddle of Tennyson's around the manual controls.

"Meltdown in thirty seconds," the voice echoed.

"I'll take that as going badly."

"The controls have overheated," Max practically growled.

"Can I absorb it?" Kevin turned to the reactor.

"What?!"

"Can I absorb nuclear energy?!"

"No, Kevin, it's way too strong, too unstable!"

"Can I at least stop it from blowing you guys up?!"

"It's nearly a million times stronger than electricity," Max reached for him, Kevin glare hardened.

"Can I _stop_ it?" he asked again.

"I don't think you can," Max said softly.

"So, we're blowing up then," Kevin noted coldly.

"Don't give up!" Ben pressed, flipping through his watch, "there must be some way to stop it, I could Upgrade the controls."

"Glitching," Gwen reminded him.

"Some way to drain it or block it…" Ben fussed.

"Block it?" Grandpa Max paused, "Yes, Ben, you're a genius!"

"Really?"

"Diamondhead! If you make a thick enough barrier around the core it should shield the city from the explosion."

"Cool!" Ben slammed down his watch, mercifully getting the alien in question.

"Kevin, take on Diamondhead's material, if you can shield your whole body you'll be protected."

Kevin winced, first of all he'd never managed a fully body transformation of his own accord, he couldn't even cover his shoulders, but… he could shape the material. Kevin put his hands to Diamondhead's shoulder, the strange stone slipped onto him like a second skin. It was so much easier than anything else he'd ever absorbed, except possibly electricity. He started shaping it, making plates of the crystal over the work that Ben had already done. It hurt when he snapped the pieces off of his skin… he didn't expect it to hurt.

"Core meltdown in ten… nine…" Kevin glanced away from his work; Max Tennyson was shielding Gwen with his body, Kevin crouched over them, and then Diamondhead followed suit. "…one."

The whole room shook with a rumble that deafened the ears.

Diamondhead blinked, looking down at his family. Then he felt a tickle in his nose. "Ah-ah-achoo!"

Kevin leaned back, light filtered through the crystal shape he'd made around his adoptive family. That light hit Gwen's eyes as she looked up at him with a smile… He hurriedly stumbled backwards before leaning on his and Ben's tower-like creation catching his breath.

"Sorry," Diamondhead apologized, rubbing his nose.

"What are _you _sorry for?" Kevin asked, but all eyes were on him, or behind him, he glanced back, seeing several crystal shards sticking out of his back. "I look like a porcupine!" he started panicking, brushing the chunks off.

"Won't there be radiation?" Gwen asked her grandfather.

"That crystal should absorb enough of it to make it safe for everyone."

"How?" Gwen asked, but Grandpa Max just cleared his throat and started walking away.

:::::

"I can't believe it!" Ben was bouncing around the RV, "I just stopped a nuclear explosion! We just stopped a nuclear explosion!" he shook Kevin.

"Yeah, alright I get it!" Kevin winced.

"Looks like _someone's_ feeling better," Gwen looked back at the pair. Kevin groaned, leaning his head against the table. "Sounds like someone is getting sick," Gwen looked at the despondent teen.

"Really?" Kevin brightened even more. He'd won the bet.

"It's your fault and your stupid energy," Kevin claimed in his own defense, "I bet I took some of your sick when I borrowed Diamondhead's skin. That could work right?" Kevin demanded looking at the front seat.

"I don't think it works that way son," Grandpa Max replied, making Kevin groan a second time.

:::::

A/N: Interestingly enough the solution is also the same as the problem. Once I saw Kevin's soft spot the rest sort of wrote itself, with potentially huge implications for the rest of the series. Yes... I will probably have Buggy join up with the rest of the circus freaks for the remainder of the show... I don't know what that will do to them yet... though it looks like Kevin is dodging one hell of a talking to by getting sick.

Speaking of which, the next episode's a doozy: **Secrets**.


End file.
